stanaskrenconsultingagre






                             CONSULTING AGREEMENT         This Consulting Agreement ("Agreement") is entered between HNI Corporation (“HNI”) and Quiet Trail  Investments, LLC ("Special Advisor") on November 7, 2018.  Special Advisor agrees to provide  professional assistance to HNI under the terms and conditions below.                                   SCOPE OF SERVICES  Special Advisor will provide the services of Stan Askren to act as an advisor to the Chief Executive  Officer, and a community advocate for and advisor to HNI as requested by the Chief Executive Officer.                                          TERM  This term shall begin January 1, 2019 and end December 31, 2021.  This Agreement may be terminated  by either party upon sixty days' prior written notice.                             FEES, EXPENSES AND PAYMENT  HNI will pay Special Advisor a calendar quarterly fee of $45,000 during the term.  HNI will reimburse  Special Advisor for travel and miscellaneous expenses relating to the services provided.  Special Advisor  will submit an invoice each quarter to HNI for the quarterly fee, as well as travel and miscellaneous  expenses incurred during the prior quarter.                              CONFIDENTIAL INFORMATION  Special Advisor acknowledges to perform the services called for in this Agreement, it will be necessary  for HNI to disclose to Special Advisor Confidential Information.  Special Advisor agrees not to disclose  any Confidential Information to any third parties.  Upon termination of this Agreement, Special Advisor  will not use and will destroy all Confidential Information.  "Confidential Information" means any  information given to Special Advisor by members or directors of HNI and its affiliates, technical data,  financial data, customer and supplier information, business plans, or other information commercially  valuable to HNI and not generally known in the industry.  These obligations will survive this Agreement  and continue for so long as the material remains Confidential Information.                       NON-DISPARAGEMENT AND NON-COMPETE  During the term of this Agreement, Special Advisor agrees, for itself and for Stan Askren, they will not  compete, directly or indirectly, with HNI nor disparage HNI or any of its affiliates.  HNI agrees it will use  its best efforts to prevent any of its members from disparaging Special Advisor and Stan Askren.                                    MISCELLANEOUS  Special Advisor will not, and will cause Stan Askren to not, purchase or sell any shares of HNI common  stock without first consulting with HNI’s General Counsel.  Special Advisor is an independent contractor.   Special Advisor will not attempt to bind or act for HNI.  Special Advisor will not assign or transfer any  obligations under this Agreement.  This Agreement constitutes the entire agreement of the parties and  supersedes all prior communications.  This Agreement may be modified only in writing.    HNI CORPORATION     QUIET TRAIL INVESTMENTS, LLC    By:  /s/ Jeffrey D. Lorenger                  By:   /s/ Stan A. Askren                                             Name: Jeffrey D. Lorenger, President and CEO   Name:  Stan A. Askren             Date: November 7, 2018                       Date:  November 7, 2018