requity807.htm


                                                                                           

    EXHIBIT
      10.2                        


     

    2007
      EQUITY PLAN

    FOR
      NON-EMPLOYEE DIRECTORS OF

    HNI
      CORPORATION

     

    HNI
      Corporation, an Iowa corporation
      (the "Corporation"), first adopted the 2007 Equity Plan for Non-Employee
      Directors of HNI Corporation (the "Plan") on May 8, 2007.  The Plan
      was amended and restatated 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
      non-employee directors ("Outside Directors") capable of assuring the future
      success of the Corporation through the grant of Awards of stock-based
      compensation and the opportunity to receive fees in the form of stock of the
      Corporation.  The Corporation expects that the Awards and
      opportunities for stock ownership in the Corporation will provide incentives
      to
      Outside Directors to exert their best efforts for the success of the
      Corporation’s business and thereby align the interests of Outside Directors with
      those of the Corporation’s stockholders.

    


    1.2           Effect
      on Prior Plans.  From and after the date
      of stockholder approval of the Plan, no awards shall be granted under the 1997
      Equity Plan for Non-Employee Directors of HNI Corporation, 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, Restricted Stock, or Stock Grant Award granted under
                the
                Plan.  The term "Award" shall also mean Shares issued to a
                Participant pursuant to a Participation Agreement under Article 9
                of 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
                Board.

            


    

    


    
      	
               

            	
              (c)

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

            


    

    


    
      	
               

            	
              (d)

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

            


    

    


    
      	
               

            	
              (e)

            	
              "Corporation"
                means HNI Corporation, an Iowa
                corporation.

            


    

    


    
      	
               

            	
              (f)

            	
              "Director"
                means a member of the
                Board.

            


    

    


    
      	
               

            	
              (g)

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

            


    

    


    
      	
               

            	
              (h)

            	
              "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 Board by whatever means
                or
                method as the Board, 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 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
      Board
      by whatever means or method as the Board, 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.

    


    
      	
               

            	
              (i)

            	
              "Fees,"
                of an Outside Director, means the Outside Director’s annual
                retainer, meeting fees, and any other amounts payable to the Outside
                Director by the Corporation for services performed as an Outside
                Director,
                excluding any amounts distributable under the
                Plan.

            


    

    


    
      	
               

            	
              (j)

            	
              "Option"
                means an option granted under Article 6 of the Plan to purchase
                Shares.  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."

            


    

    


    
      	
               

            	
              (k)

            	
              "Outside
                Director" means a member of the Board who is not an employee of
                the Company or a Subsidiary.

            


    

    


    
      	
               

            	
              (l)

            	
              "Participant"
                means an Outside Director who receives an Award under the
                Plan,
                including an Outside Director who enters into a Participation Agreement
                pursuant to Section 9.2 of the
                Plan.

            


    

    


    
      	
               

            	
              (m)

            	
              "Participation
                Agreement" means the agreement entered into by an Outside
                Director pursuant to Section 9.2 of the Plan under which the Outside
                Director elects to receive Fees in the form of Shares rather than
                cash.

            


    

    


    
      	
               

            	
              (n)

            	
              "Performance
                Measure" mean the criteria and objectives established by the
                Board, 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 Board.  In the sole discretion of the Board,
                the Board 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.

            


    

    


    
      	
               

            	
              (o)

            	
              "Plan"
                means the "2007 Equity Plan for Non-Employee Directors of
                HNI
                Corporation," as set forth herein and as may be amended or restated
                from
                time to time.

            


    

    


    
      	
               

            	
              (p)

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

            


    

    


    
      	
               

            	
              (q)

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

            


    

    


    
      	
               

            	
              (r)

            	
              "Separation
                from Service," of a Participant, means the Participant’s
                cessation of services for the Corporation as an Outside
                Director.

            


    

    


    
      	
               

            	
              (s)

            	
              "Share"
                means a Share of common stock, par value pf $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.

            


    

    


    
      	
               

            	
              (t)

            	
              "Stock
                Grant Award" means any right granted under Section 7.2 of the
                Plan.

            


    

    


    
      	
               

            	
              (u)

            	
              "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
                Board.

            


      
        
          
          

        

        
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    Notwithstanding
      the foregoing, for purposes of granting to any Participant an Option,
      "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           Administration
      by the Board; Delegation.  The Plan
      shall be administered by the Board, which may from time to time delegate all
      or
      any part of its authority under the Plan to a committee or subcommittee of
      not
      less than two Directors appointed by the Board who are "non-employee directors"
      within the meaning of that term as defined in Rule 16b-3 under the Exchange
      Act.  To the extent of any delegation by the Board under the Plan,
      references in the Plan to the Board shall also refer to the applicable committee
      or subcommittee.  The majority of any such committee or subcommittee
      shall constitute a quorum, and the action of a majority of its members present
      at any meeting at which a quorum is present, or acts unanimously approved in
      writing, shall be the acts of such committee or subcommittee.

    


    3.2           Administrative
      Powers.  The Board shall have the power
      and authority to interpret the Plan and any Award or Award Agreement entered
      into under the Plan, to establish, amend, waive and rescind any rules and
      regulations relating to the administration of the Plan (including without
      limitation, the manner in which Participants shall make elections pursuant
      to
      Section 9.2 of the Plan and the terms of a Participation Agreement), to
      determine the terms and provisions of the Award Agreements (not inconsistent
      with the terms of the Plan), and to make all other determinations necessary
      or
      advisable for the administration of the Plan.  The determinations of
      the Board in the administration of the Plan, as described in the Plan, shall
      be
      final, binding and conclusive.

    


    3.3           Professional
      Assistance; Good Faith Actions.  All
      expenses and liabilities that members of the Board incur in connection with
      the
      administration of the Plan shall be borne by the Corporation.  The
      Board may employ attorneys, consultants, accountants, appraisers, brokers or
      other persons.  The Board, the Corporation and the Corporation’s
      officers and Directors shall be entitled to rely upon the advice, opinions
      or
      valuations of any such persons.

    


    3.4           Liability
      and Indemnification of Board
      Members. No member of the Board
      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 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,
      By-laws, and under any directors’ and officers’ liability insurance that may be
      in effect from time to time.

    


    IV.           ELIGIBILITY

    


    Participation
      in the Plan shall be limited to Outside Directors.

    


    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 300,000 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 shall not be available for future grants
      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.  For
      purposes hereof, an Award of Shares pursuant to a Participation Agreement under
      Article 9 shall be deemed to be granted on the date the Shares are issued to
      the
      Participant.


    
      
        
        

      

      
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    5.3           Adjustments. In
      the event that 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 in order to prevent
      dilution or enlargement of the benefits or potential benefits intended to be
      made
      available under the Plan, then the Board shall, in such manner as it may deem
      equitable, adjust any or all of:  (i) the number and type of Shares
      (or other securities or other property) that thereafter may be made the subject
      of Awards; (ii) the number and type of Shares (or other securities or other
      property) subject to outstanding Awards; (iii) the purchase or exercise price
      with respect to any Award; and (iv) the number and type of Shares (or other
      securities or other property) payable under a Participation Agreement pursuant
      to Article 9, provided such change is made in accordance with the requirements
      of Treas. Reg. § 1.409A-1(a)(5)(iii)(E)(4).

    


    VI.           OPTIONS

    


    6.1           Options.  The
      Board may grant Options with the terms and conditions set forth in this Article
      6 and with such additional terms and conditions not inconsistent with the
      provisions of the Plan as the Board shall determine.

     

    6.2           Exercise
      Price.  The purchase price per Share
      purchasable under an Option shall be determined by the Board and shall not
      be
      less than 100% of the Fair Market Value of a Share on the date of grant of
      such
      Option.

     

    6.3           Option
      Term. The term of each Option shall
      be fixed by the Board, but shall not be longer than ten years.

     

    6.4           Time,
      Method and Conditions of
      Exercise. The Board 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.

     

    VII.           STOCK
      AWARDS

    


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

     

    (a)           Restrictions.  Shares
      of Restricted Stock shall be subject to such restrictions as the Board 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 Board 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, upon a Participant’s Separation from Service during the
      applicable restriction period, all Shares of Restricted Stock 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 Board 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.

     

    (d)           Restrictions
      on Dividends.  Any Award of Restricted Stock may require that
      any or all dividends or other distributions paid on the Shares during the period
      of restriction be automatically sequestered and reinvested on an immediate
      or
      deferred basis in additional Shares, in which case such additional Shares shall
      be subject to the same restrictions as the underlying Restricted Stock or such
      other restrictions as the Board may determine.

    
      
        
        

      

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

    
       
      7.3           Additional
      Cash Award to Offset Tax.  The Board may
      provide, at or after the time of grant of a Restricted Stock Award or Stock
      Grant Award, for the payment of a cash award to the Participant intended to
      offset the amount of tax that the Participant may incur in connection with
      such
      Award, including, without limitation, tax on the receipt of such cash award;
      provided, however, that any such payment shall be made no later than by the
      end
      of the Participant's taxable year next following the Participant's taxable
      year
      in which the related taxes are remitted to the taxing authority.

     

    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 Board or required by applicable law.

     

    8.2           Awards
      Subject to Performance Measures.  The
      Board 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
      Board.

    


    8.3           Awards
      May Be Granted Separately or Together. Awards may,
      in the discretion of the Board, 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 upon the grant, exercise or payment of an Award
      may be made in such form or forms as the Board 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 Board.  Such rules and
      procedures may include, without limitation, provisions for the payment or
      crediting of reasonable interest on installment or deferred
      payments.

     

          
      8.5           Separation
      from Service.  All of the terms relating
      to the exercise, cancellation, forfeiture or other disposition of an Award
      upon
      a Separation from Service of a Participant, whether by reason of retirement
      or
      otherwise, shall be determined by the Board.  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
      or any other provision of the Plan to the contrary:

     

    (a)            If
      a Participant becomes an employee of the Corporation or a Subsidiary while
      continuing to serve as a Director, that fact alone shall not result in a
      Separation from Service or otherwise impair the rights such Director may have
      under the Plan, including, without limitation, the rights such Director may
      have
      under any Award outstanding under the Plan, but such Director shall no longer
      be
      eligible to receive any further Awards under the Plan.

    


    (b)            In
      the event of a Participant’s Separation from Service by reason of death or
      disability, or in the event of hardship or other special circumstances of a
      Participant who holds an Option Award that is not immediately exercisable or
      a
      Restricted Stock Award then subject to the restrictions set forth in Section
      7.1(a) or a Stock Grant Award subject to the transfer restrictions set forth
      Section 8.6, the Board may in its sole discretion take any action that it deems
      to be equitable under the circumstances or in the best interests of the
      Corporation, including, without limitation, waiving or modifying any limitation,
      restriction or requirement with respect to such Award.

    


    
      
        
        

      

      
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    (c)           The
      Board may provide in any Award Agreement that the Corporation shall have the
      right to repurchase from the Participant Restricted Stock granted under Section
      7.1 then subject to the restrictions set forth in Section 7.1(a) immediately
      upon a Separation from Service for any reason at a cash price per Share equal
      to
      the cash price paid by the Participant for the Shares.  In the
      discretion of the Board, provision may be made that no such right of repurchase
      shall exist in the event of a Separation from Service without cause or because
      of the Participant’s retirement, death or disability.

     

    (d)           For
      purposes of this Section 8.5, the Board shall determine whether a Participant’s
      Separation from Service is due to cause, retirement, death or disability, or
      whether the Participant has incurred a hardship, and any such determination
      shall be final, binding and conclusive.

     

    8.6           Limits
      on Transfer of Awards.  Except as
      otherwise provided by the Board or the terms of the Plan, no Award (and no
      right
      thereunder) shall be transferable by a Participant other than by will or by
      the
      laws of descent and distribution.  An Award of Restricted Stock shall
      provide that during the period that the Award is subject to restrictions
      pursuant to Section 7.1(a), and any Stock Grant Award may provide, that the
      transferability of the Shares subject to such Award shall be prohibited or
      restricted in the manner and to the extent prescribed by the Board at the time
      the Award is granted.  Such restrictions may include, without
      limitation, a right of repurchase or first refusal in the Corporation or
      provisions subjecting Restricted Stock to continuing restrictions in the hand
      of
      the transferee.  In addition, any Award may provide that all or any
      part of the Shares that are to be issued or transferred by the Corporation
      upon
      the exercise of an Option, or are no longer subject to forfeiture and
      restrictions on transfer referred to herein, shall be subject to further
      restrictions upon transfer.

    


    The
      Board
      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
      Board, 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 Board; and (c) the
      transferee is subject to the same terms and conditions hereunder as the
      Participant.

    


    Each
      Option Award (or right under such 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 Option
      Award or Restricted Stock Award (or right under any such 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.

    


    IX.           ELECTION
      TO RECEIVE FEES IN SHARES

    


    9.1           Election
      to Receive Fees in Shares.  Each Outside
      Director shall be eligible to elect to receive Shares in lieu of his or her
      Fees
      according to the following provisions of this Article 9.

    


    9.2           Participation
      Agreement.  For each calendar year, the
      Board shall specify an election period (which shall end no later than the last
      day of the calendar year immediately preceding such calendar year) during which
      an Outside Director may enter into an election to receive up to 100% of the
      Fees
      otherwise payable to him or her for the calendar year in the form of Shares
      rather than cash.  The election shall be made
      pursuant to a Participation Agreement entered into by the Outside Director
      and
      filed with the Secretary of the Corporation no later than the expiration of
      the
      election period.  A separate Participation Agreement must be entered
      into for each calendar year.  Except as the Board may otherwise
      provide, the Participation Agreement in effect for a calendar year shall be
      irrevocable after the expiration of the election period for the calendar
      year.

    


    
      
        
        

      

      
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    9.3           Issuance
      of Shares.  The Corporation shall issue
      Shares to the Outside Director for each calendar quarter during which the
      Outside Director has a Participation Agreement in effect.  The Shares
      shall be issued on the date on which the quarterly meeting of the Board is
      held.  The number of Shares so issued shall be equal
      to:  (i) the dollar amount of the Fees that the Outside Director has
      elected to receive as Shares for the calendar quarter pursuant to his or her
      Participation Agreement; divided by (ii) the Fair Market Value per Share on
      the
      date on which the Outside Director would have been paid the Fees in cash but
      for
      the Participation Agreement.

    
       
      9.4           Holding
      Period.  To the extent required to
      satisfy any condition to exemption available pursuant to Rule 16b-3 of the
      Exchange Act, Shares acquired by an Outside Director pursuant to this Article
      9
      shall be held by the Outside Director for a period of at least six months
      following the date of acquisition.

    


    X.           AMENDMENT
      AND TERMINATION; CORRECTIONS

    


    10.1             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(a)
      of
      the Plan (except as otherwise provided in Section 5.3);

     

    (c)           permits
      the repricing of Options; or

     

    (d)           permits
      the award of Options at a price less than 100% of the Fair Market Value of
      a
      Share on the date of grant of such Option contrary to the provisions of Sections
      6.2 of the Plan.

     

    10.2             Amendments
      to Awards.  Subject to the provisions of
      the Plan, the Board 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 Board 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 thereof.

     

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

     

    XI.           GENERAL
      PROVISIONS GOVERNING PLAN

    


    11.1           No
      Rights to Awards.  No Outside Director
      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 Outside Directors,
      Participants, 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), each Participation 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.

    


    
      
        
        

      

      
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    11.4           Award
      Agreements.  No Participant shall have
      rights under an Option or Restricted Stock 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 Remain a Director. The grant of an Award
      shall not be construed as giving a Participant the right to be retained as
      a
      Director of the Corporation, nor will it affect in any way the right of the
      Corporation to terminate a Participant's
      position as a Director, with or without cause.  In addition, the
      Corporation may at any time remove or dismiss a Participant from his or her
      position as a Director 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 Board, 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 Board,
      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,
      any Award or any Participation Agreement 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.  All Shares or other securities
      delivered under the Plan pursuant to any Award or the exercise thereof,
      including Shares received pursuant to an election entered into by a Participant
      pursuant to Article 9, shall be subject to such restrictions as the Board may
      deem advisable under the Plan, applicable federal or state securities laws
      and
      regulatory requirements, and the Board 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.  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, and if the Shares or other securities are traded on a securities
      exchange, until such Shares or other securities have been admitted for trading
      on such securities exchange.

     

    11.10        No
      Fractional Shares.  No fractional Shares
      shall be issued or delivered pursuant to the Plan or any Award, and the Board
      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.

    


          
      11.12        Tax
      Withholding.  To the extent applicable,
      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, including the delivery of Shares pursuant to a Participation Agreement
      entered into by a Participant pursuant to Article 9.  The Board 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.

    


    
      
        
        

      

      
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    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, and Participation Agreements may be
      entered into, 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 and
      Participation Agreements as long as they are outstanding.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
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