rsbcp807.htm


                                                                                        

      EXHIBIT
      10.1                 



    HNI
      CORPORATION

    2007
      STOCK-BASED COMPENSATION PLAN

    


    HNI
      Corporation, an Iowa corporation
      (the "Corporation"), first adopted the HNI Corporation 2007 Stock-Based
      Compensation Plan (the "Plan") on May 8, 2007.  The Plan was amended
      and restated effective May 8, 2007 to comply with Section 409A of the Internal
      Revenue Code.

    


    I.           PURPOSES;
      EFFECT ON PRIOR PLANS

    


    1.1           Purpose.  The
      purpose of the Plan is to aid the Corporation in recruiting and retaining
      employees capable of assuring the future success of the Corporation through
      the
      grant of Awards of stock-based compensation.  The Corporation expects
      that the Awards and opportunities for stock ownership in the Corporation will
      provide incentives to Plan participants to exert their best efforts for the
      success of the Corporation's business and thereby align the interests of Plan
      participants with those of the Corporation's stockholders.  For
      purposes of the Plan, references to employment by the Corporation shall also
      mean employment by a Subsidiary.

    


    1.2           Effect
      on Prior Plans.  From and after the date
      of stockholder approval of the Plan, no awards shall be granted under the
      Corporation's 1995 Stock-Based Compensation Plan, as amended, but all
      outstanding awards previously granted under that plan shall remain outstanding
      in accordance with their terms.

     

    II.           DEFINITIONS

    


    In
      addition to other terms that may be defined elsewhere herein, wherever the
      following terms are used in this Plan with initial capital letters, they shall
      have the meanings specified below, unless the context clearly indicates
      otherwise.

    


    
      	
               

            	
              (a)

            	
              "Award"
                means an Option, Stock Appreciation Right, Restricted Stock, Restricted
                Stock Unit, Deferred Share Unit, Performance Share, Bonus Stock,
                or
                Dividend Equivalent Award granted under the
                Plan.

            


    

    


    
      	
               

            	
              (b)

            	
              "Award
                Agreement" means any written agreement, contract or other
                instrument or document evidencing an Award granted under the
                Plan.  Each Award Agreement shall be subject to the applicable
                terms and conditions of the Plan and any other terms and conditions
                (not
                inconsistent with the Plan) determined by the
                Committee.

            


    

    


    
      	
               

            	
              (c)

            	
              "Board"
                means the Board of Directors of the
                Corporation.

            


    

    


    
      	
               

            	
              (d)

            	
              "Bonus
                Stock Award" means any right granted under Section 7.4 of the
                Plan.

            


    

    


    
      	
               

            	
              (e)

            	
              "Change
                in Control" has the meaning set forth in Section 10.2 of the
                Plan.

            


    

    


    
      	
               

            	
              (f)

            	
              "Code"
                means the Internal Revenue Code of 1986, as amended, and any regulations
                promulgated thereunder.

            


    

    


    
      	
               

            	
              (g)

            	
              "Committee"
                means the Committee designated by the Board, consisting of three
                or more
                members of the Board, each of whom shall be:  (i) a
                "non-employee director" within the meaning of Rule 16b-3 under the
                Exchange Act; and (ii) an "outside director" within the meaning of
                Section
                162(m) of the Code.

            


    

    


    
      	
               

            	
              (h)

            	
              "Corporation"
                means HNI Corporation, an Iowa
                corporation.

            


    

    


    
      	
               

            	
              (i)

            	
              "Deferred
                Share Unit" means a unit evidencing the right to receive a Share
                (or a cash payment equal to the Fair Market Value of a Share) at
                some
                future date.

            


    

    


    
      	
               

            	
              (j)

            	
              "Deferred
                Share Unit Award" means a right to receive Deferred Share Units
                granted under Section 7.2 of the
                Plan.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              (k)

            	
              "Dividend
                Equivalent" means a right granted under Section 7.5 of the Plan
                with respect to Restricted Stock, Restricted Stock Unit, Performance
                Share, Deferred Share Unit and Bonus Stock Awards to receive payment
                equivalent to the amount of any cash dividends paid by the Corporation
                to
                holders of Shares.

            


    

     

    
      	
               

            	
              (l)

            	
              "Eligible
                Employee" means any employee (including an officer) of the
                Corporation or a Subsidiary whom the Committee determines to be an
                Eligible Employee.

            


    

    


    
      	
               

            	
              (m)

            	
              "Exchange
                Act" means the Securities Exchange Act of 1934, as
                amended.

            


    

    


    
      	
               

            	
              (n)

            	
              "Fair
                Market Value," of a Share, means the
                average of the high and low transaction prices of the Share as reported
                on
                the New York Stock Exchange on the date as of which such value is
                being
                determined, or, if there are no reported transactions for such date,
                on
                the next preceding date for which transactions were reported; provided,
                however, that if Fair Market Value for any date cannot be so determined,
                Fair Market Value shall be determined by the Committee by whatever
                means
                or method as the Committee, in the good faith exercise of its discretion,
                shall at such time deem reasonable and within the meaning of Code
                Section
                409A and the regulations
                thereunder.  

            


    

    


    Notwithstanding
      the foregoing, in the case of any Option or Stock Appreciation Right granted
      under the Plan, "Fair Market Value" means the closing price of a Share as
      reported on the New York Stock Exchange on the date as of which such value
      is
      being determined, or, if there are no reported transactions for such date,
      on
      the next preceding date for which transactions were reported; provided, however,
      that if Fair Market Value for any date cannot be so determined, Fair Market
      Value shall be determined by the Committee by whatever means or method as the
      Committee, in the good faith exercise of its discretion, shall at such time
      deem
      reasonable and within the meaning of Code Section 409A and the regulations
      thereunder.

    


    
      	
               

            	
              (o)

            	
              "Option"
                means an option to purchase Shares granted under Section 6.1 of the
                Plan.  All Options granted under the Plan shall be
                "non-statutory stock options," meaning that they are not intended
                to
                satisfy the requirements set forth in Section 422 of the Code to
                be
                "incentive stock options."

            


    

    


    
      	
               

            	
              (p)

            	
              "Participant"
                means an Eligible Employee who is designated by the Committee
                to
                be granted an Award under the Plan.

            


    

    


    
      	
               

            	
              (q)

            	
              "Performance
                Measure" means the criteria and objectives established by the
                Committee, which shall be satisfied or met as a condition to the
                exercisability, vesting or receipt of all or a portion of an
                Award.  Such criteria and objectives may include, but are not
                limited to, the attainment by a Share of a specified Fair Market
                Value for
                a specified period of time, earnings per share, return to stockholders
                (including dividends), return on equity, earnings of the Corporation,
                revenues, market share, cash flow or cost reduction goals, or any
                combination of the foregoing and any other criteria and objectives
                established by the Committee.  In the sole discretion of the
                Committee, the Committee may amend or adjust the Performance Measures
                or
                other terms and conditions of an outstanding Award in recognition
                of
                unusual or nonrecurring events affecting the Corporation or its financial
                statements or changes in law or accounting
                principles.

            


    

    


    
      	
               

            	
              (r)

            	
              "Performance
                Share Award" means a right granted under Section 7.3 of the Plan
                to receive Shares contingent upon the attainment of specified Performance
                Measures.

            


    

    


    
      	
               

            	
              (s)

            	
              "Restricted
                Stock" means Shares subject to forfeiture restrictions
                established by the Committee.

            


    

    


    
      	
               

            	
              (t)

            	
              "Restricted
                Stock Award" means a grant of Restricted Stock under Section 7.1
                of the Plan.

            


    

    


    
      	
               

            	
              (u)

            	
              "Restricted
                Stock Unit" means a unit evidencing the right to receive a Share
                (or a cash payment equal to the Fair Market Value of a Share) at
                some
                future date subject to forfeiture restrictions established by the
                Committee.

            


    

    


    
      	
               

            	
              (v)

            	
              "Restricted
                Stock Unit Award" means a grant of Restricted Stock Units under
                Section 7.1 of the Plan.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              (w)

            	
              "Stock
                Appreciation Right" means a right to receive the appreciation in
                the value of a Share granted under Section 6.2 of the
                Plan.

            


    

     

    
      	
               

            	
              (x)

            	
              "Share"
                means a share of common stock, par value of $1.00, of the
                Corporation or any other securities or property as may become subject
                to
                an Award pursuant to an
                adjustment made under Section 5.3 of the
                Plan.

            


    

          

    
      	
               

            	
              (y)

            	
              "Subsidiary"
                means:  (i) any entity that, directly or indirectly
                through one of more intermediaries, is controlled by the Corporation;
                and
                (ii) any entity in which the Corporation has a significant equity
                interest, in each case as determined by the
                Committee.  Notwithstanding the foregoing, for purposes of
                granting to any Participant an Option or a Stock Appreciation Right,
                "Subsidiary" shall mean a corporation, company or other entity that
                is (1)
                a member of the Corporation's controlled group of corporations, within
                the
                meaning of Code Section 1563(a)(1) (except that 20% shall be substituted
                for 80% in applying such section) or (2) an unincorporated trade
                or
                business with which the Corporation would be treated as a single
                employer
                under Code Section 414(c) (except that 20% shall be substituted for
                80% in
                applying such section and the regulations issued
                thereunder).

            


    

    


    III.           ADMINISTRATION

    


    3.1           Power
      and Authority of the Committee.  The
      Plan shall be administered by the Committee.  Subject to the express
      provisions of the Plan and to applicable law, the Committee shall have full
      power and authority to:  (a) designate Participants; (b) determine the
      type or types of Awards to be granted to each Participant; (c) determine the
      number of Shares to be covered by (or the method by which payments or other
      rights are to be calculated in connection with) each Award; (d) determine the
      terms and conditions of any Award or Award Agreement; (e) amend the terms and
      conditions of any Award or Award Agreement, provided, however, that, except
      as
      otherwise provided in Section 5.3 hereof, the Committee shall not reprice,
      adjust or amend the exercise price of Options or the grant price of Stock
      Appreciation Rights previously awarded to any Participant, whether through
      amendment, cancellation and replacement grant, or any other means; (f)
      accelerate the exercisability of any Award or the lapse of restrictions relating
      to any Award; (g) determine whether, to what extent, and under what
      circumstances Awards may be exercised in cash, Shares, other securities, other
      Awards or other property, or canceled, forfeited or suspended; (h) determine
      whether, to what extent and under what circumstances cash or Shares payable
      to a
      Participant with respect to an Award shall be deferred either automatically
      or
      at the election of the holder of the Award or the Committee; (i) interpret
      and
      administer the Plan and any instrument or agreement, including any Award
      Agreement, relating to the Plan; (j) establish, amend, suspend or waive such
      rules and regulations and appoint such agents as it shall deem appropriate
      for
      the proper administration of the Plan; and (k) make any other determination
      and
      take any other action that the Committee deems necessary or desirable for the
      administration of the Plan.

     

    Unless
      otherwise expressly provided in the Plan, all designations, determinations,
      interpretations and other decisions under or with respect to the Plan or any
      Award or Award Agreement shall be within the sole discretion of the Committee,
      may be made at any time and shall be final, conclusive and binding upon any
      Participant, any holder or beneficiary of any Award or Award Agreement, and
      any
      employee of the Corporation or any Subsidiary.  A majority of the
      Committee shall constitute a quorum.  The acts of the Committee shall
      be either:  (a) acts of a majority of the members of the Committee
      present at any meeting at which a quorum is present; or (b) acts approved in
      writing by a majority of the members of the Committee without a
      meeting.

     

    3.2           Delegation.  The
      Committee may delegate some or all of its power and authority hereunder to
      the
      President and Chief Executive Officer or other executive officer of the
      Corporation as the Committee deems appropriate; provided, however, that the
      Committee may not delegate its power and authority with regard
      to:  (a) the grant of an Award to any person who is a "covered
      employee" within the meaning of Section 162(m) of the Code or who, in the
      Committee's judgment, is likely to be a covered employee at any time during
      the
      period an Award hereunder to such employee would be outstanding; or (b) the
      selection for participation in the Plan of an officer or other person subject
      to
      Section 16 of the Exchange Act or decisions concerning the timing, pricing
      or
      amount of an Award to such an officer or other person.

     

    3.3           Power
      and Authority of the
      Board.  Notwithstanding anything to the
      contrary contained herein, the Board may, at any time and from time to time,
      without any further action of the Committee, exercise the powers and duties
      of
      the Committee under the Plan, unless the exercise of such powers and duties
      by
      the Board would cause the Plan to fail to comply with the requirements of
      Section 162(m) of the Code.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    3.4           Liability
      and Indemnification of Plan
      Administrators. No member of the
      Board or Committee, and neither the President and Chief Executive Officer nor
      any other executive officer to whom the Committee delegates any of its power
      and
      authority hereunder, shall be liable for any act, omission, interpretation,
      construction or determination made in connection with the Plan in good faith,
      and the members of the Board and the Committee and the President and Chief
      Executive Officer or other executive officer shall be entitled to
      indemnification and reimbursement by the Corporation in respect of any claim,
      loss, damage or expense (including attorneys' fees) arising therefrom to the
      full extent permitted by law, except as otherwise may be provided in the
      Corporation's Articles of Incorporation, Bylaws, and under any directors' and
      officers' liability insurance that may be in effect from time to
      time.

     

    IV.           ELIGIBILITY

    


    Participants
      in the Plan shall consist of such Eligible Employees as the Committee in its
      sole discretion may select from time to time.  The Committee's
      selection of an Eligible Employee to be a Participant with respect to any Award
      shall not require the Committee to select such Eligible Employee to receive
      any
      other Award at any time.

    


    V.           SHARES
      AVAILABLE FOR AWARDS

    


    5.1           Shares
      Available. Subject to adjustment as
      provided in Section 5.3, the total number of Shares available for all grants
      of
      Awards under the Plan shall be five million Shares.  Shares to be
      issued under the Plan will be authorized but unissued Shares or Shares that
      have
      been reacquired by the Corporation and designated as treasury
      shares.  Shares that are subject to Awards that terminate, lapse or
      are cancelled or forfeited shall be available again for grant under the
      Plan.  Shares that are tendered by a Participant or withheld by the
      Corporation as full or partial payment to the Corporation of the purchase or
      exercise price relating to an Award or to satisfy tax withholding obligations
      relating to an Award shall not be available for future grants under the
      Plan.  In addition, if Stock Appreciation Rights are settled in Shares
      upon exercise, the aggregate number of Shares subject to the Award rather than
      the number of Shares actually issued upon exercise shall be counted against
      the
      number of Shares authorized under the Plan.

    


    5.2           Accounting
      for Awards. For purposes of
      this Article 5, if an Award entitles the holder thereof to receive or purchase
      Shares, the number of Shares covered by such Award or to which such Award
      relates shall be counted on the date of grant of such Award against the
      aggregate number of Shares available for granting Awards.

    


    5.3           Adjustments. In
      the event that any dividend or other distribution (whether in the form of cash,
      Shares, other securities or other property), recapitalization, stock split,
      reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
      combination, repurchase or exchange of Shares or other securities of the
      Corporation, issuance of warrants or other rights to purchase Shares or other
      securities of the Corporation or other similar corporate transaction or event
      affects the Shares such that an adjustment is required to prevent dilution
      or
      enlargement of the benefits or potential benefits intended to be made available
      under the Plan, then the Committee shall, in such manner as it may deem
      equitable, adjust any or all of:  (a) the number and type of Shares
      (or other securities or other property) that thereafter may be made the subject
      of Awards; (b) the number and type of Shares (or other securities or other
      property) subject to outstanding Awards; and (c) the purchase or exercise price
      with respect to any Award, provided such change is made in accordance with
      the
      requirements of Treas. Reg. § 1.409A-1(a)(5)(iii)(E)(4).

    


    5.4           Award
      Limitations.

    


    (a)           Plan
      Limitation on Restricted Stock, Restricted Stock Unit, Performance Share,
      Dividend Equivalent, Deferred Share Unit and Bonus Stock
      Awards.  No more than one million Shares (subject to
      adjustment as provided in Section 5.3 of the Plan) shall be available under
      the
      Plan for issuance pursuant to Restricted Stock, Restricted Stock Unit,
      Performance Share, Dividend Equivalent, Deferred Share Unit and Bonus Stock
      Awards; provided, however, that Shares subject to any such Awards that
      terminate, lapse or are cancelled or forfeited shall again be available for
      grants of Restricted Stock, Restricted Stock Units, Performance Share Awards,
      Dividend Equivalents, Deferred Share Unit Awards and Bonus Awards for purposes
      of this limitation on grants of such Awards.

     

    (b)           Section
      162(m) Limitation for Certain Types of Awards.  No
      Participant may be granted an Award or Awards under the Plan for more than
      250,000 Shares (subject to adjustment as provided in Section 5.3 of the Plan)
      in
      the aggregate in any calendar year.

    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    VI.           OPTIONS
      AND STOCK APPRECIATION RIGHTS

    


          6.1           Options.  The
      Committee may grant Options with the following terms and conditions and with
      such additional terms and conditions not inconsistent with the provisions of
      the
      Plan as the Committee shall determine:

     

    (a)           Exercise
      Price.  The purchase price per Share purchasable under an
      Option shall be determined by the Committee and shall not be less than 100%
      of
      the Fair Market Value of a Share on the date of grant of such Option; provided,
      however, that the Committee may designate a per share exercise price below
      Fair
      Market Value on the date of grant if the Option is granted in substitution
      for a
      stock option previously granted by an entity that is acquired by or merged
      with
      the Corporation or a Subsidiary and provided further than such substitution
      is
      made in accordance with the requirements of Treas. Reg. §
1.409A-1(a)(5)(iii)(E)(4).

     

    (b)           Option
      Term. The term of each Option shall be fixed by the
      Committee, but shall not be longer than ten years.

     

    (c)           Time,
      Method and Conditions of Exercise. The Committee shall
      determine the time or times at which an Option may be exercised in whole or
      in
      part, the method or methods by which, and the form or forms (including, without
      limitation, cash or Shares having a Fair Market Value on the exercise date
      equal
      to the applicable exercise price) in which, payment of the exercise price with
      respect thereto may be made or deemed to have been made.

     

    6.2           Stock
      Appreciation Rights.  The Committee may
      grant Stock Appreciation Rights subject to the terms of the Plan and such
      additional terms and conditions not inconsistent with the provisions of the
      Plan
      as the Committee shall determine. A Stock Appreciation Right granted under
      the
      Plan shall confer on the holder thereof a right to receive upon exercise thereof
      the excess of:  (a) the Fair Market Value of one Share on the date of
      exercise; over (b) the grant price of the Stock Appreciation Right as specified
      by the Committee, which price shall not be less than 100% of the Fair Market
      Value of the Share on the date of grant of the Stock Appreciation Right;
      provided, however, that the Committee may designate a per share grant price
      below Fair Market Value on the date of grant if the Stock Appreciation Right
      is
      granted in substitution for a stock appreciation right previously granted by
      an
      entity that is acquired by or merged with the Corporation or a Subsidiary and
      provided further than such substitution is made in accordance with the
      requirements of Treas. Reg. § 1.409A-1(a)(5)(iii)(E)(4).  The term of
      the Stock Appreciation Right shall be fixed by the Committee, but shall not
      be
      longer than ten years.

    


    VII.           STOCK
      AWARDS

    


    7.1           Restricted
      Stock and Restricted Stock Units.  The
      Committee may grant Awards of Restricted Stock and Restricted Stock Units with
      the following terms and conditions and with such additional terms and conditions
      not inconsistent with the provisions of the Plan as the Committee shall
      determine:

     

    (a)           Restrictions.  Shares
      of Restricted Stock and Restricted Stock Units shall be subject to such
      restrictions as the Committee may impose (including, without limitation,
      satisfaction of Performance Measures or a performance period and a restriction
      on the right to vote a Share of Restricted Stock or the right to receive any
      dividend or other right or property with respect thereto), which restrictions
      may lapse separately or in combination at such time or times, in such
      installments or otherwise, as the Committee may deem appropriate.  The
      minimum vesting period of such Awards shall be one year from the date of
      grant.

     

    (b)           Forfeiture.  Subject
      to Sections 8.5 and 10.1, upon a Participant's termination of employment (in
      either case, as determined under criteria established by the Committee) during
      the applicable restriction period, all Shares of Restricted Stock and all
      Restricted Stock Units held by the Participant at such time shall be forfeited
      and reacquired by the Corporation.

     

    (c)           Issuance
      and Delivery of Shares.  Any Restricted Stock granted under
      the Plan shall be issued at the time the Restricted Stock Award is granted
      and
      may be evidenced in such manner as the Committee may deem appropriate, including
      book-entry registration or issuance of a stock certificate or certificates,
      which certificate or certificates shall be held by the
      Corporation.  Such certificate or certificates shall be registered in
      the name of the Participant and shall bear an appropriate legend referring
      to
      the restrictions applicable to such Restricted Stock.  Shares
      representing Restricted Stock that are no longer subject to restrictions shall
      be delivered to the Participant promptly after the applicable restrictions
      lapse
      or are waived.

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

           No
      Shares
      shall be issued at the time an Award of Restricted Stock Units is granted. 
Rather, the Shares shall be issued and delivered to the holder of the Restricted
      Stock Units upon the lapse or waiver of the restrictions applicable to the
      Restricted Stock Units.

     

    7.2           Deferred
      Share Units.  The Committee may grant
      Awards of Deferred Share Units subject to such terms and conditions not
      inconsistent with the provisions of the Plan as the Committee shall
      determine.  All Deferred Share Units shall be subject to a deferral
      period of not less than one year, and may, in addition, be subject to such
      restrictions as the Committee may impose (including, without limitation,
      satisfaction of Performance Measures or a performance period), which
      restrictions may lapse separately or in combination at such time or times,
      in
      such installments or otherwise, as the Committee may deem
      appropriate.  Deferred Share Units may be granted without additional
      consideration or in consideration of a payment by the Participant that is less
      than the Fair Market Value per Share at the date of grant.  No Shares
      shall be issued at the time Deferred Share Units are granted.  Rather,
      the Shares (or cash, as the case may be) shall be issued and delivered upon
      expiration of the deferral period relating to the Deferred Share Units (subject
      to the satisfaction of any applicable restrictions).

     

    7.3           Performance
      Share Awards.  The Committee may grant
      Performance Share Awards denominated in Shares that may be settled or payable
      in
      Shares (including, without limitation, Restricted Stock or Restricted Stock
      Units) or cash.  Performance Share Awards shall be conditioned solely
      on the achievement of one or more Performance Measures specified by the
      Committee during such performance period as the Committee shall
      specify.  Settlement or payment of a Performance Share Award shall be
      made upon satisfaction of the specified Performance Measures during the
      specified performance period.

    


    7.4           Bonus
      Stock Awards.  The Committee may grant
      Shares without restrictions thereon. Subject to the terms of the Plan, Bonus
      Stock Awards may have such terms and conditions as the Committee shall
      determine.

     

    7.5           Dividend
      Equivalents.  The Committee may grant
      Dividend Equivalents under which a Participant granted a Restricted Stock,
      Restricted Stock Unit, Performance Share, Deferred Share Unit or Bonus Stock
      Award under this Article 7 shall be entitled to receive payment (in cash,
      Shares, other securities, other Awards or other property as determined in the
      discretion of the Committee) equivalent to the amount of any cash dividends
      paid
      by the Corporation to holders of Shares with respect to a number of Shares
      determined by the Committee.  Subject to the terms of the Plan, such
      Dividend Equivalents may have such terms and conditions as the Committee shall
      determine.

    


    VIII.           GENERAL
      PROVISIONS GOVERNING AWARDS

    


    8.1           Consideration
      for Awards.  Awards may be granted for
      no cash consideration or for any cash or other consideration as may be
      determined by the Committee or required by applicable law.

     

    8.2           Awards
      Subject to Performance Measures.  The
      Committee may, in its discretion, establish Performance Measures which shall
      be
      satisfied or met as a condition to the grant or exercisability of an Award
      or
      portion thereof.  Subject to the terms of the Plan and any applicable
      Award Agreement, the Performance Measures to be achieved during any performance
      period, the length of any performance period, the amount of any Award granted,
      the amount of any payment or transfer to be made pursuant to any such Award,
      and
      any other terms and conditions applicable thereto shall be determined by the
      Committee.

    


    8.3           Awards
      May Be Granted Separately or Together. Awards may,
      in the discretion of the Committee, be granted either alone or in addition
      to,
      in tandem with or in substitution for any other Award or any award granted
      under
      any other plan of the Corporation or any Subsidiary.  Awards granted
      in addition to or in tandem with other Awards or in addition to or in tandem
      with awards granted under any other plan of the Corporation or any Subsidiary
      may be granted either at the same time as, or at a different time from, the
      grant of such other Awards or awards.

    


           
      8.4           Forms
      of Payment under Awards.  Subject to the
      terms of the Plan and of any applicable Award Agreement, payments or transfers
      to be made by the Corporation or a Subsidiary upon the grant, exercise or
      payment of an Award may be made in such form or forms as the Committee shall
      determine (including, without limitation, cash, Shares, other securities, other
      Awards or other property, or any combination thereof), and may be made in a
      single payment or transfer, in installments or on a deferred basis, in each
      case
      in accordance with rules and procedures established by the
      Committee.  Such rules and

      
        
          
          

        

        
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    procedures
      may include, without limitation, provisions for the payment or crediting of
      reasonable interest on installment or deferred payments or the grant or
      crediting of Dividend Equivalents with respect to installment or deferred
      payments.

     

           
      8.5           Termination
      of Employment.  Except as otherwise
      provided in this Section 8.5 and Section 10.1, all of the terms relating to
      the
      exercise, cancellation, forfeiture or other disposition of an Award granted
      under the Plan upon a termination of employment with the Corporation of the
      holder of an Award, whether by reason of retirement or otherwise, shall be
      determined by the Committee.  Such determination shall be made at the
      time of the grant of such Award and shall be specified in the Award Agreement
      relating to the Award.  Notwithstanding the foregoing, each Award
      granted under the Plan shall become fully exercisable and vested upon the death
      or disability (as defined below) of the Participant, provided such Award had
      not
      otherwise expired prior to the Participant's death or disability and the
      Participant is employed by the Corporation on the date of death or
      disability.  For purposes hereof, "disability" of a Participant means
      the inability of the Participant to perform substantially his or her duties
      and
      responsibilities for a continuous period of at least six months, as determined
      in the Committee's sole discretion.

     

    8.6           Limits
      on Transfer of Awards.  Except as
      otherwise provided by the Committee or the terms of the Plan, no Award and
      no
      right under any Award shall be transferable by a Participant other than by
      will
      or by the laws of descent and distribution.  The Committee may
      establish procedures as it deems appropriate for a Participant to designate
      an
      individual, trust or other entity as beneficiary or beneficiaries to exercise
      the rights of the Participant and receive any property distributable with
      respect to any Award in the event of the Participant's death.  The
      Committee, in its discretion and subject to such additional terms and conditions
      as it determines, may permit a Participant to transfer an Option to any "family
      member" (as such term is defined in the General Instructions to Form S-8 (or
      any
      successor to such Instructions or such Form) under the Securities Act of 1933,
      as amended) at any time that such Participant holds such Option, provided
      that:  (a) such transfer may not be for value (i.e., the
      transferor may not receive any consideration therefor) and the family member
      may
      not make any subsequent transfer other than by will or by the laws of descent
      and distribution; (b) no such transfer shall be effective unless reasonable
      prior notice thereof has been delivered to the Corporation and such transfer
      is
      thereafter effected subject to the specific authorization of, and in accordance
      with any terms and conditions made applicable to by, the Committee or the Board;
      and (c) the transferee is subject to the same terms and conditions hereunder
      as
      the Participant.  Each Award or right under an Award shall be
      exercisable during the Participant's lifetime only by the Participant (except
      as
      provided herein or in an Award Agreement or amendment thereto) or, if
      permissible under applicable law, by the Participant's guardian or legal
      representative.  No Award or right under any Award may be pledged,
      alienated, attached or otherwise encumbered, and any purported pledge,
      alienation, attachment or encumbrance thereof shall be void and unenforceable
      against the Corporation or any Subsidiary.

    


          
      8.7           Restrictions;
      Securities Exchange Listing.  All Shares
      or other securities delivered under the Plan pursuant to any Award or the
      exercise thereof shall be subject to such restrictions as the Committee may
      deem
      advisable under the Plan, applicable federal or state securities laws and
      regulatory requirements, and the Committee may cause appropriate entries to
      be
      made or legends to be placed on the certificates for such Shares or other
      securities to reflect such restrictions.  If the Shares or other
      securities are traded on a securities exchange, the Corporation shall not be
      required to deliver any Shares or other securities covered by an Award unless
      and until such Shares or other securities have been admitted for trading on
      such
      securities exchange.

     

          
      8.8           Tax
      Withholding.  The Corporation may take
      such action as it deems appropriate to withhold or collect from a Participant
      the applicable federal, state, local or foreign payroll, withholding, income
      or
      other taxes that are required to be withheld or collected by the Corporation
      upon the grant, exercise, vesting or payment of an Award.  The
      Committee may require the Corporation to withhold Shares having a Fair Market
      Value equal to the amount necessary to satisfy the Corporation's minimum
      statutory withholding requirements upon the grant, exercise, vesting or payment
      of an Award from Shares that otherwise would have been delivered to a
      Participant.  The Committee may, subject to any terms and conditions
      that the Committee may adopt, permit a Participant to elect to pay all or a
      portion of the minimum statutory withholding taxes by:  (a) having the
      Corporation withhold Shares otherwise to be delivered upon the grant, exercise,
      vesting or payment of an Award with a Fair Market Value equal to the amount
      of
      such taxes; (b) delivering to the Corporation Shares other than Shares issuable
      upon the grant, exercise, vesting or payment of an Award with a Fair Market
      Value equal to the amount of such taxes; or (c) paying cash.  Any such
      election must be made on or before the date that the amount of tax to be
      withheld is determined.

    



    
      
        
        

      

      
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    IX.           AMENDMENT
      AND TERMINATION; CORRECTIONS

    


    9.1           Amendments
      to the Plan.  The Board may amend,
      alter, suspend, discontinue or terminate the Plan; provided, however, that,
      notwithstanding any other provision of the Plan or any Award Agreement, prior
      approval of the stockholders of the Corporation shall be required for any
      amendment to the Plan that:

     

    (a)           requires
      stockholder approval under the rules or regulations of the Securities and
      Exchange Commission, the New York Stock Exchange, any other securities exchange
      or the National Association of Securities Dealers, Inc. that are applicable
      to
      the Corporation;

     

    (b)           increases
      the number of Shares authorized under the Plan as specified in Section 5.1
      the
      Plan;

     

    (c)           increases
      the number of Shares subject to the limitations contained in Section 5.4 of
      the
      Plan;

     

    (d)           permits
      repricing of Options or Stock Appreciation Rights which is prohibited by Section
      3.1(e) of the Plan;

     

    (e)           permits
      the award of Options or Stock Appreciation Rights at a price less than 100%
      of
      the Fair Market Value of a Share on the date of grant of such Option or Stock
      Appreciation Right, contrary to the provisions of Sections 6.1(a) and 6.2 of
      the
      Plan; or

     

    (f)           would
      cause an exemption to Section 162(m) of the Code to become inapplicable with
      respect to the Plan.

     

    9.2             Amendments
      to Awards.  Subject to the provisions of
      the Plan, the Committee may waive any conditions of or rights of the Corporation
      under any outstanding Award, prospectively or retroactively.  Except
      as otherwise provided in the Plan, the Committee may amend, alter, suspend,
      discontinue or terminate any outstanding Award, prospectively or retroactively,
      but no such action may adversely affect the rights of the holder of such Award
      without the consent of the holder.

     

    9.3             Correction
      of Defects, Omissions and
      Inconsistencies.  The Committee may
      correct any defect, supply any omission or reconcile any inconsistency in the
      Plan or in any Award or Award Agreement in the manner and to the extent it
      shall
      deem desirable to implement or maintain the effectiveness of the
      Plan.

    


    X.           CHANGE
      IN CONTROL

    


    10.1           Consequences
      of Change in Control.  Notwithstanding
      any provision in the Plan or any Award Agreement to the contrary:

    


    (a)           In
      the event of a Change in Control described in Section 10.2(c) or the approval
      by
      the holders of Shares of a plan of complete liquidation or dissolution of the
      Corporation, in connection with which the holders of Shares receive shares
      of
      common stock that are registered under Section 12 of the Exchange
      Act:  (i) all outstanding Awards shall become immediately vested and
      all Options and Stock Appreciation Rights exercisable in full, with any
      applicable Performance Measures deemed satisfied at the maximum level; and
      (ii)
      there shall be substituted for each Share available under the Plan, whether
      or
      not then subject to an outstanding Award, the number and class of shares into
      which each outstanding Share shall be converted pursuant to such Change in
      Control.  In the event of any such substitution, the purchase price
      per share in the case of an Option and the base price in the case of a Stock
      Appreciation Right shall be appropriately adjusted by the Committee, such
      adjustments to be made in the case of outstanding Options and Stock Appreciation
      Rights without an increase in the aggregate purchase price or base
      price.

    


    (b)           In
      the event of a Change in Control described in Section 10.2(a) or (b), or in
      the
      event of a Change in Control pursuant to Section 10.2(c) or the approval by
      the
      holders of Shares of a plan of complete liquidation or dissolution of the
      Corporation, in connection with which the holders of Shares receive
      consideration other than shares of common stock that are registered under
      Section 12 of the Exchange Act, the Committee in its discretion may require
      that
      each outstanding Award shall be surrendered to the Corporation by the holder
      thereof, and each such Award shall immediately be cancelled by the Corporation,
      and the holder shall receive, within ten days of the occurrence of a Change
      

    
      
        
        

      

      
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    in
      Control pursuant to Section 10.2(a) or (b), below, or within ten days of the
      approval of the holders of Shares contemplated by Section 10.2(c) or complete
      liquidation or dissolution of the Corporation, a cash payment from the
      Corporation in an amount equal to:  (i) in the case of an Option, the
      number of Shares subject to the Option, multiplied by the excess, if any, of
      the
      Fair Market Value of a Share on the date of the Change in Control, over the
      purchase price per Share subject to the Option; (ii) in the case of a Stock
      Appreciation Right, the number of Shares then subject to the Stock Appreciation
      Right, multiplied by the excess, if any, of the Fair Market Value of a Share
      on
      the date of the Change in Control, over the base price of the Stock Appreciation
      Right; (iii) in the case of a Restricted Stock Award, Restricted Stock Unit
      Award, Performance Share Award or Deferred Share Award, the number of Shares
      then subject to such Award, multiplied by the Fair Market Value of a Share
      on
      the date of the Change in Control.  In the event of a Change in
      Control, each tandem Stock Appreciation Right shall be surrendered by the holder
      thereof and shall be cancelled simultaneously with the cancellation of the
      related Option.  The Corporation may, but is not required to,
      cooperate with any person who is subject to Section 16 of the Exchange Act
      to
      assure that any cash payment in accordance with the foregoing to such person
      is
      made in compliance with Section 16 and the rules and regulations
      thereunder.

    


    (c)           Notwithstanding
      any provision of this Plan to the contrary, if an amount becomes payable with
      respect to an Award upon a Change in Control pursuant to Section 10.1(b), the
      amount is subject to Section 409A of the Code, and the Change in Control does
      not constitute a "change in the ownership or effective control" or a "change
      in
      the ownership of a substantial portion of the assets" of the Company within
      the
      meaning of Section 409A(a)(2)(A)(v) of the Code, then the amount shall not
      be
      paid upon the Change in Control, but shall instead be paid at the earliest
      to
      occur of:  (i) the Participant's "separation from service" with the
      Company (determined in accordance with Section 409A of the Code), provided,
      that
      if the Participant is a "specified employee" (within the meaning of Section
      409A
      of the Code), the payment date shall be the date that is six months after the
      date of the Participant's separation from service with the Company; (ii) the
      date payment otherwise would have been made in the absence of any provisions
      in
      this Plan to the contrary (provided such date is permissible under Section
      409A
      of the Code); or (iii) the Participant's death.

    


    10.2           Definition
      of Change in Control.  "Change in
      Control" shall mean:

    


    (a)           the
      acquisition by any individual, entity or group (with the meaning of Section
      13(d)(3) or 14(d)(2) of the Exchange Act (a "Person") of beneficial ownership
      (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20%
      or
      more of either:  (i) the then outstanding Shares (the "Outstanding
      Corporation Common Stock"); or (ii) 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 (a), the following
      acquisitions shall not constitute a Change in Control:  (A) any
      acquisition directly from the Corporation, (B) any acquisition by the
      Corporation, (C) any acquisition by any employee benefit plan (or related trust)
      sponsored or maintained by the Corporation or any corporation controlled by
      the
      Corporation, or (D) any acquisition by any corporation pursuant to a transaction
      which complies with clauses (i), (ii) and (iii) of subsection (c) of this
      Section 10.2; or

    


    (b)           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

    


    (c)           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:  (i) 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 
      
        
          
          

        

        
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    ownership
      immediately prior to such Business Combination of the Outstanding Corporation
      Common Stock and Outstanding Corporation Voting Securities, as the case may
      be;
      (ii) 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, 20% 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 (iii) 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.

    


    XI.           GENERAL
      PROVISIONS GOVERNING PLAN

    


    11.1           No
      Rights to Awards.  No Eligible Employee,
      Participant or other person shall have any claim to be granted any Award under
      the Plan, and there is no obligation for uniformity of treatment of Eligible
      Employees, Participants or holders or beneficiaries of Awards under the
      Plan.  The terms and conditions of Awards need not be the same with
      respect to any Participant or with respect to different
      Participants.

    


    11.2           Rights
      as Stockholder.  No person shall have
      any right as a stockholder of the Corporation with respect to any Shares or
      other equity security of the Corporation which is subject to an Award hereunder
      unless and until such person becomes a stockholder of record with respect to
      such Shares or equity security.

    


    11.3           Governing
      Law.  The Plan, each Award hereunder and
      the related Award Agreement, and all determinations made and actions taken
      pursuant thereto, to the extent not otherwise governed by the Code or the laws
      of the United States, shall be governed by the laws of the State of Iowa and
      construed in accordance therewith without giving effect to principles of
      conflicts of laws.

     

    11.4           Award
      Agreements.  No Participant shall have
      rights under an Award granted to such Participant unless and until an Award
      Agreement shall have been duly executed on behalf of the Corporation and, if
      requested by the Corporation, signed by the Participant.

    


    11.5           No
      Limit on Other Compensation Plans or
      Arrangements.  Nothing contained in the
      Plan shall prevent the Corporation or any Subsidiary from adopting or continuing
      in effect other or additional compensation plans or arrangements.

    


    11.6           No
      Right to Employment.  The grant of an
      Award shall not be construed as giving a Participant the right to be retained
      as
      an employee of the Corporation or any Subsidiary, nor will it affect in any
      way
      the right of the Corporation or a Subsidiary to terminate a Participant's
      employment at any time, with or without cause.  In addition, the
      Corporation or a Subsidiary may at any time dismiss a Participant from
      employment free from any liability or any claim under the Plan or any Award,
      unless otherwise expressly provided in the Plan or in any Award
      Agreement.

    


    11.7           Severability.  If
      any provision of the Plan or any Award is or becomes or is deemed to be invalid,
      illegal or unenforceable in any jurisdiction or would disqualify the Plan or
      any
      Award under any law deemed applicable by the Committee, such provision shall
      be
      construed or deemed amended to conform to applicable laws, or if it cannot
      be so
      construed or deemed amended without, in the determination of the Committee,
      materially altering the purpose or intent of the Plan or the Award, such
      provision shall be stricken as to such jurisdiction or Award, and the remainder
      of the Plan or any such Award shall remain in full force and
      effect.

    


    11.8           No
      Trust or Fund
      Created. Neither the Plan
      nor any Award shall create or be construed to create a trust or separate fund
      of
      any kind or a fiduciary relationship between the Corporation or any Subsidiary
      and a Participant or any other person.  To the extent that any person
      acquires a right to receive payments from the Corporation or a Subsidiary
      pursuant to an Award, such right shall be no greater than the right of any
      unsecured general creditor of the Corporation or the Subsidiary.

    


    11.9           Securities
      Matters.  The Corporation shall not be
      required to deliver any Shares until the requirements of any federal or state
      securities or other laws, rules or regulations (including the rules of any
      securities exchange) as may be determined by the Corporation to be applicable
      are satisfied.


    
      
        
        

      

      
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    11.10         
      No Fractional Shares.  No
      fractional Shares shall be issued or delivered pursuant to the Plan or any
      Award, and the Committee shall determine whether cash shall be paid in lieu
      of
      any fractional Share or whether such fractional Share or any rights thereto
      shall be canceled, terminated or otherwise eliminated.

    


    11.11          Headings.  Headings
      are given to the Articles, Sections and Subsections of the Plan solely as a
      convenience to facilitate reference.  Such headings shall not be
      deemed in any way material or relevant to the construction or interpretation
      of
      the Plan or any provision thereof.

     

    XII.           EFFECTIVE
      DATE AND TERM OF PLAN

    


    The
      Plan became effective on May 8, 2007, the date it was approved by the
      stockholders of the Corporation at the Corporation's annual meeting of
      stockholders.

    


    The
      Plan
      shall terminate at midnight on May 7, 2017, unless terminated before then by
      the
      Board.  Awards may be granted under the Plan until the Plan terminates
      or until all Shares available for Awards under the Plan have been purchased
      or
      acquired.  Notwithstanding the preceding sentence, the Plan shall
      remain in effect for purposes of administering outstanding Awards as long as
      the
      Awards are outstanding.

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    

 

    
      
        
        

      

      
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