rexbonus807.htm


    EXHIBIT
      10.4                     


    
 

    HNI
      CORPORATION

    EXECUTIVE
      BONUS PLAN

    


    


    HNI
      Corporation, an Iowa corporation
      (the "Corporation"), hereby amends and restates, effective January 1, 2005,
      the
      HNI Corporation Executive Bonus Plan (the "Plan") to comply with Section 409A
      of
      the Internal Revenue Code.  The Plan first became effective on May 1,
      1974.

    


    1.           Purpose.  The
      purpose of the Plan is to encourage a consistently high standard of excellence
      and continued employment by officers and selected other executives of the
      Corporation and any subsidiary, which elects to participate in the Plan (an
      "Electing Subsidiary").  The Plan shall be operated at all times in
      conformance with applicable government regulations.

    


    2.           Participants.  For
      any fiscal year, each person who is an officer as of the end of such fiscal
      year
      of HNI Corporation (the "Corporation") or any Electing Subsidiary, and each
      other executive of the Corporation or any Electing Subsidiary as is selected
      by
      the Board of Directors of the Corporation ("Board"), or by the Chief Executive
      Officer of the Corporation if the Board delegates such authority to Chief
      Executive Officer, as of the end of such fiscal year, shall be eligible to
      be
      Participants in the Plan.

    


    3.           Payment.  Upon
      final determination of bonus awards by the Board or, to the extent delegated
      by
      the Board for a fiscal year, the Human Resources and Compensation Committee
      of
      the Board ("Committee"), the bonus awards shall be paid in full in cash, subject
      to Section 3(c), as follows:

     

        a.    Any
      bonus
      award for a fiscal year ending prior to December 28, 1996, to the extent not
      already paid to the Participant, shall be paid to the Participant (or, as
      applicable, the Participant's estate) in a single sum payment not later than
      March 14, 1997, provided that (i) the Participant is employed by the Corporation
      or an Electing Subsidiary on the date of payment or (ii) the Participant's
      employment with the Corporation and each Electing Subsidiary terminated due
      to
      death, disability, retirement after age 55 pursuant to established retirement
      policies of the Corporation or for any other reason (except a termination for
      cause, as determined by the Committee) after a Change in Control (as defined
      below).

     

        b.    Effective
      for each fiscal year ending on or after December 28, 1996, each bonus award
      for
      such fiscal year shall be paid on the 15th day of the Corporation's February
      fiscal month following the end of the Corporation's fiscal year for which the
      bonus award is made (or as soon thereafter as is administratively reasonable),
      provided, subject to Section 4, that the Participant is employed by the
      Corporation or an Electing Subsidiary on the last day of the fiscal year for
      which a bonus, if any, is to be paid.  For purposes hereof, a bonus
      award will be deemed to be paid as soon as administratively reasonable after
      the
      date specified above if it is paid within six months
      thereafter.  Notwithstanding the foregoing, for each fiscal year
      ending after December 28, 2004, each bonus award for such fiscal year shall
      be
      paid on the 15th day of the Corporation's February
      fiscal month following the end of the Corporation's fiscal year for which the
      bonus award is made, provided, subject to Section 4, that the Participant is
      employed by the Corporation or an Electing Subsidiary on the last day of the
      fiscal year for which a bonus, if any, is to be paid.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    c.           The
      Committee may require payment of any bonus award (or portion thereof) for a
      fiscal year under Section 3(a) or 3(b) in the form of shares of Bonus Stock
      issued pursuant to (and as defined in) the Corporation's Stock-Based
      Compensation Plan (i) at the Participant's request, in the amount indicated
      by
      such Participant, subject to the Committee's approval, or (ii) in the amount
      of
      up to 50% of such bonus award in the event that the Committee determines, in
      its
      sole discretion, that the Participant's respective stock ownership level under
      the Executive Stock Ownership Policy does not reflect appropriate progress
      toward such Participant's five-year goal thereunder.  The number of
      shares of Bonus Stock to be paid shall be determined by dividing the cash amount
      of the bonus award under the Plan (or, portion thereof, as elected by the
      Participant) for a fiscal year by the average of the high and low prices of
      a
      share of the Corporation's common stock on the date the award is
      paid..  All Federal, state and local income tax and other employment
      tax withholding shall be made pursuant to Section 5.5 of the Stock-Based
      Compensation Plan.

    


    d.           As
      used in the Plan, "Change in Control" means:

    


    (i)           the
      acquisition by any individual, entity or group (with the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of
      Rule 13d-3 promulgated under the Exchange Act) of 35% or more of
      either:  (A) the then outstanding shares of common stock of the
      Corporation (the "Outstanding Corporation Common Stock"); or (B) the combined
      voting power of the then outstanding voting securities of the Corporation
      entitled to vote generally in the election of Directors (the "Outstanding
      Corporation Voting Securities"); provided, however, that for purposes of this
      subsection (i), the following acquisitions shall not constitute a Change in
      Control:  (I) any acquisition directly from the Corporation; (II) any
      acquisition by the Corporation; (III) any acquisition by any employee benefit
      plan (or related trust) sponsored or maintained by the Corporation or any
      corporation controlled by the Corporation; or (IV) any acquisition by any
      corporation pursuant to a transaction which complies with clauses (A), (B)
      and
      (C) of subsection (iii) of this paragraph; or

    


    (ii)           individuals
      who, as of the date hereof, constitute the Board (the "Incumbent Board") cease
      for any reason to constitute a majority of the Board; provided, however, that
      any individual becoming a Director subsequent to the date hereof whose election,
      or nomination for election by the Corporation's shareholders, was approved
      by a
      vote of a majority of the Directors then comprising the Incumbent Board shall
      be
      considered as though such individual were a member of the Incumbent Board,
      but
      excluding, for this purpose, any such individual whose initial assumption of
      office occurs as
      a
      result of an actual or threatened election contest with respect to the election
      or removal of Directors or other actual or threatened solicitation of proxies
      or
      consents by or on behalf of a Person other than the Board;
      or


    
      
        
        

      

      
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    (iii)           consummation
      of a reorganization, merger or consolidation or sale or other disposition of
      all
      or substantially all of the assets of the Corporation (a "Business
      Combination"), in each case, unless, following such Business
      Combination:  (A) all or substantially all of the individuals and
      entities who were the beneficial owners, respectively, of the Outstanding
      Corporation Common Stock and Outstanding Corporation Voting Securities
      immediately prior to such Business Combination beneficially own, directly or
      indirectly, 50% or more of, respectively, the then outstanding shares of common
      stock and the combined voting power of the then outstanding voting securities
      entitled to vote generally in the election of Directors, as the case may be,
      of
      the corporation resulting from such Business Combination (including, without
      limitation, a corporation which as a result of such transaction owns the
      Corporation or all or substantially all of the Corporation's assets either
      directly or through one or more subsidiaries) in substantially the same
      proportions as their ownership, immediately prior to such Business Combination
      of the Outstanding Corporation Common Stock and Outstanding Corporation Voting
      Securities, as the case may be; (B) no Person (excluding any corporation
      resulting from such Business Combination or any employee benefit plan (or
      related trust) of the Corporation or such corporation resulting from such
      Business Combination) beneficially owns, directly or indirectly, 35% or more
      of,
      respectively, the then outstanding shares of common stock of the corporation
      resulting from such Business Combination or the combined voting power of the
      then outstanding voting securities of such corporation except to the extent
      that
      such ownership existed prior to the Business Combination; and (C) at least
      a
      majority of the members of the board of directors of the corporation resulting
      from such Business Combination were members of the Incumbent Board at the time
      of the execution of the initial agreement, or of the action of the Board,
      providing for such Business Combination.

    


    4.           Termination
      of Employment.  The following provisions shall apply for any
      fiscal year commencing after December 28, 1996:

     

    
      a.           If
        a Participant's employment with the Corporation and each Electing Subsidiary
        is
        terminated during a fiscal year by reason of death, Disability (as defined
        in
        the  HNI Corporation Long-term Performance Plan), or Retirement, the
        Participant or the Participant's estate, shall receive a bonus award for
        such
        fiscal year, determined as if the Participant had remained employed for such
        entire fiscal year, prorated for the number of weeks during such fiscal year
        that have elapsed as of the Participant's termination, and subject to the
        first
        sentence of Section 4(b).

    

     

    b.    If
      a
      Participant's employment with the Corporation and each Electing Subsidiary
      is
      terminated during a fiscal year for any reason other than death, Disability
      (as
      defined in the HNI Corporation Long-term Performance Plan), or Retirement,
      the
Participant's
      rights to any bonus award for such fiscal year will be
      forfeited.  However, the Committee may, in its discretion, determine
      to pay a prorated bonus award for the portion of such fiscal year during which
      the Participant was employed by the Corporation or an Electing Subsidiary,
      except that in no event shall any such prorated bonus award be paid in the
      event
      of termination for cause, as determined by the Committee.

     

     

    
      
        
        

      

      
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      c.    For
        purposes of this Section 4, "Retirement" means:  (i) for bonus awards
        granted for fiscal years commencing on or after January 1, 2007, the
        Participant's termination of employment with the Corporation and all Electing
        Subsidiaries after the attainment of age 65, or age
        55 with ten years of service with the Corporation or an Electing
        Subsidiary; provided, however, that the Chief Executive Officer of the
        Corporation, in his or her discretion, may waive or reduce the ten-year service
        requirement with respect a Participant; and (ii) for bonus awards granted
        for
        fiscal years commencing prior to January 1, 2007, the Participant's voluntary
        termination of employment with the Corporation and all Electing Subsidiaries
        on
        or after attainment of age 55.   

          

    

    5.           Change
      in Control. For fiscal years commencing after December
      28, 1996, in the event of a Change in Control (as defined above), the maximum
      bonus award for the fiscal year then in progress, prorated for the number of
      weeks in such fiscal year that have elapsed as of the date of the Change in
      Control, shall be paid immediately in cash, without regard to Section
      3(c).  Any adjustment or termination of a Participant's participation
      in the Plan that occurs at any time on or after the 90th day preceding a Change
      in Control shall be of no effect.

    


    6.           Administration.  The
      Board shall have full power to interpret and administer this Plan from time
      to
      time in accordance with the By-laws of the Corporation, except to the extent
      provided in the Corporation's Stock-Based Compensation Plan or to the extent
      that the Board may have delegated its powers to the
      Committee.  Decisions of the Board or the Committee shall be final,
      conclusive and binding upon all parties.  The Committee shall consist
      of two or more "non-employee directors" within the meaning of Rule 16b-3 as
      promulgated pursuant to Section 16 of the Securities Exchange Act of
      1934.

    


    7.           Cost.  Each
      Electing Subsidiary shall reimburse the Corporation for the amount of such
      bonus
      awards, which shall be awarded and paid to Participants for services to such
      Electing Subsidiary, as determined by the Board.

    


    8.           Amount
      of Individual Bonus.  For fiscal years beginning after December
      28, 1996, the bonus award for each fiscal year for any Participant shall be
      determined by the Board, or, to the extent delegated by the Board for a fiscal
      year, by the Committee, no later than the first meeting of the Board that occurs
      during the fiscal year following the year for which the bonus award is
      made.

    



    
      
        
        

      

      
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    9.           General
      Provisions.

     

    
      a.           The
        Corporation shall have the right to deduct any Federal, state or local taxes
        applicable to payments under the Plan.  The Committee may permit
        Participants to satisfy withholding obligations by electing to have shares
        of
        Bonus Stock withheld.

       

      b.    Except
        as
        otherwise determined by the Committee, no right or interest of any Participant
        in this Plan shall be assignable or transferable except by will or the laws
        of
        descent and distribution, nor shall any such right or interest be subject
        to any
        lien, directly, by operation of law or otherwise, including execution, levy,
        garnishment, attachment, pledge or bankruptcy.

       

      c.    Except
        as
        provided in Sections 4 and 5, the Board may terminate or amend the Plan at
        any
        time.


    

     

    10.           Special
      Provision for Qualifying Participants.

    


    a.           This
      Section 10 shall apply with respect to any bonus award made under the Plan
      with
      respect to the Chief Executive Officer of the Corporation and any other
      Participant designated by the Board from time to time (each a "Qualifying
      Participant").  Not later than the 90th day after the commencement of
      the fiscal year for which the bonus award is made, in addition to any other
      performance criteria established by the Committee, the Committee shall establish
      in writing Profit Achievement Factors and Personal Objective Achievement Factors
      (collectively, "Qualifying Factors") for each Qualifying
      Participant.  The maximum bonus award payable to a Qualifying
      Participant for such fiscal year based on the degree of attainment of such
      Qualifying Factors shall not exceed $2 million.  Subject to Sections 4
      and 5, the Committee may adjust any Qualifying Factor that has been established
      for any fiscal year, provided that no such adjustment shall be permitted if
      it
      would cause the Award based on such Qualifying Factor to fail to satisfy the
      requirements for performance-based compensation under Code Section
      162(m).  Subject to Sections 4 and 5, the Committee may adjust any
      other performance criteria established for any fiscal year, provided that no
      such adjustment may be based upon the failure, or the expected failure, to
      attain or exceed a Qualifying Factor.  In no event shall any bonus
      award relating to performance criteria other than Qualifying Factors be
      dependent upon the attainment of, or failure to obtain, a bonus award based
      on
      Qualifying Factors.

    


    b.           The
      administration of all aspects of the Plan applicable to bonus awards relating
      to
      Qualifying Factors is intended to comply with the exception from Section 162(m)
      of the Internal Revenue Code of 1986, as amended, for qualified
      performance-based compensation and shall be construed, applied and administered
      accordingly.

    

      
        
          
          

        

        
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      c.           For
        purposes of this Section, (i) "Profit Achievement Factors" shall mean an
        objective performance goal based on one or more of the
        following:  operating expense ratios,
        total stockholder return, return on sales, operating income, operating profit,
        return on equity, return on capital, return on assets, return on investment,
        net
        income, operating income, earnings per share, improved asset management,
        improved gross margins, generation of free cash, revenues, market share,
        stock
        price, cash flow, retained earnings, aggregate product price and other product
        price measures, and (ii) "Personal Objective Achievement Factors" shall mean
        an
        objective performance goal based on one or more of the
        following:  results of customer satisfaction surveys, results of
        employee surveys, employee turnover, safety record, management of acquisitions,
        increased inventory turns, product development and liability, research and
        development integration, proprietary protections, legal effectiveness, handling
        Federal securities law or environmental issues, manufacturing efficiencies,
        distribution efficiencies, member productivity, system review and improvement,
        service reliability, cost management.

    

    


    d.           This
      Section 10 shall become effective as of January 1, 2000; provided, however,
      that
      no bonus award relating to Qualifying Factors shall be paid under the Plan
      to
      any Qualifying Participant unless, prior to such payment, the provisions of
      this
      Section 10 are approved by the holders of a majority of the securities of the
      Corporation present, or represented, and entitled to vote at a meeting of
      stockholders duly held in accordance with the laws of the State of
      Iowa.

    


    


    
 

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
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