rexh102.htm


    
      EXHIBIT
        (10.2)

       

      HNI
        Corporation 408 East Second Street, Muscatine, Iowa 52761, Tel 563 272
        7400, Fax  563 272 7217, www.hnicorp.com

    

     

    


    


    
      	 	 CONFIDENTIAL

[Date                  ]

     

     

    Re:                  HNI
      Corporation 2007 Stock-Based Compensation Plan Stock
      Option Award Agreement

     

    Dear
      ___________:

     

    Congratulations
      on your selection as a Participant who will receive an option grant pursuant
      to
      the HNI Corporation 2007 Stock-Based Compensation Plan (the
      "Plan").  This Agreement provides a brief summary of your rights under
      the Plan.

     

    The
      Plan
      provides a complete detail of all of your rights under the Plan and this
      Agreement, as well as all of the conditions and limitations affecting such
      rights.  If there is any inconsistency between the terms of this
      Agreement and the terms of the Plan, the Plan's terms shall completely supersede
      and replace the conflicting terms of this Agreement.

     

    The
      option granted to you under this Agreement is a Non-Statutory Stock Option,
      as
      defined in the Plan.

    


    Overview
      of Your Stock Option

    


    
      	
              1.

            	
              Number
                of Shares Granted under this
                Option:

            


    

     

    (See
      attached description of method used to determine number of
      options.)

    


    
      	
              2.

            	
              Date
                of Grant:

            


    

    


    
      	
              3.

            	
              Exercise
                Price:

            


    

    


    
      	
              4.

            	
              Vesting
                of Options:  Subject to the terms of 7a. and b. of this
                Agreement, 100% or any portion of the Shares covered by this option
                may be
                purchased on or after
                ___________.

            


    

    


    
      	
              5.

            	
              Method
                of Exercise and Payment:

            


    

     

    Shares
      may be exercised by written notice to the Company specifying the number of
      whole
      shares to be purchased.  The method of payment may be by any of the
      following methods:

    


    
      	
               

            	
              (a)

            	
              Cashless
                exercise either through a broker-dealer acceptable to the Company
                or
                through the Company’s aligned broker-dealer, Robert W.
                Baird:

            


    

     

    
      	
               

            	
              i.

            	
              Cashless
                hold:  Acquiring the shares represented by the options and
                selling a portion of the shares on the day of exercise to cover the
                cost
                of exercise, commissions, and applicable taxes, holding the remaining
                shares; or

            


    

     

    
      	
               

            	
              ii.

            	
              Cashless
                sell:  Acquiring the shares represented by the options and
                selling all shares on the
                day of exercise, paying the cost of exercise, commissions, and applicable
                taxes, with the remaining cash balance paid to you;
                or

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              iii.

            	
              Partial
                cashless hold, partial cashless sell:  A combination of 5(a)(i)
                and 5(a)(ii), holding a portion of the shares and receiving a portion
                as
                cash.

               

            


    

    
      	
               

            	
              (b)

            	
              The
                Plan permits a number of other exercise alternatives:  cash
                payment; delivery of previously owned shares; authorization to withhold
                previously owned shares equal to the purchase price with your attestation
                to ownership of an equal number of shares held for more than six
                months;
                cash payment by a broker-dealer acceptable to the Company; or a
                combination of the above.

            


    

     

    
      	
              6.

            	
              Expiration
                Date of Option:

            


    

    


    
      	
              7.

            	
              Non-Transferability
                of Options:

            


    

    


    
      	
               

            	
              (a)

            	
              As
                explained in the next paragraph, during your lifetime the options
                shall be
                exercised only by you.  No assignment or transfer of options,
                whether voluntary or involuntary, by operation of law or otherwise,
                can be
                made except by will or the laws of descent and distribution or pursuant
                to
                beneficiary designation procedures approved by the
                Company.

            


    

     

    
      	
               

            	
              (b)

            	
              Notwithstanding
                the preceding paragraph, you may transfer your option rights to one
                or
                more members of your Immediate Family (or to one or more trusts
                established solely for the benefit of one or more members of your
                Immediate Family or to one or more partnerships in which the only
                partners
                are members of your Immediate Family); provided, however, that (i)
                no such
                transfer shall be effective unless you deliver reasonable prior notice
                thereof to the company and such transfer is thereafter effected subject
                to
                the specific authorization of, and in accordance with any terms and
                conditions that shall have been made applicable thereto by, the Committee
                or by the Board and (ii) any such transferee shall be subject to
                the same
                terms and conditions hereunder as you
                are.

            


    

     

    
      	
              8.

            	
              Termination
                of Employment:

            


    

    


    
      	
               

            	
              (a)

            	
              By
                Death or Disability:  Shares which are vested as of the
                date of Death or Disability may be purchased until the earlier of:
                (i) the
                expiration date of this option; or (ii) the second anniversary of
                the date
                of Death or Disability.  Shares which are not vested as of the
                date of Death or Disability shall become immediately vested 100 percent,
                provided you are employed by the company on the date of Death or
                Disability.

            


    

    


    
      	
               

            	
              (b)

            	
              By
                Retirement:  Shares which are vested as of the date of
                Retirement may be purchased until the earlier of:  (i) the
                expiration date of this option; or (ii) the third anniversary date
                of
                Retirement.  Shares which are not vested as of the date of
                Retirement shall immediately become vested 100
                percent.

            


    

     

    
      	
               

            	
              (c)

            	
              For
                other reasons:  Shares which are vested as of the date of
                termination of employment may be purchased until the earlier
                of:  (i) the expiration date of this option; or (ii) the end of
                the thirtieth day following the date of termination of employment
                (except
                in the case of termination for "Cause," in which case, no additional
                exercise period shall be permitted beyond the date of
                termination).  Shares which are not vested as of the date of
                employment termination shall immediately terminate, and shall be
                forfeited
                to the Company.

            


    

     

    
      	
              9.

            	
              Change
                in Control:

            


    

     

    In
      the
      event of a Change in Control, all shares under this option shall become
      immediately vested 100
      percent, and shall remain exercisable for their entire term.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    In
      addition to the above, you have outstanding stock options (as shown on the
      attached).

    


    Refer
      any
      questions you may have regarding your stock options, or exercising stock
      options, to Bob Foster, Vice President, Compensation and Benefits.

    


    Please
      acknowledge your agreement to participate in the Plan and this Agreement, and
      to
      abide by all of the governing terms and provisions, by signing below, and return
      the original signed letter to me; please make a copy of the letter for your
      files.

    


    Once
      again, congratulations on the receipt of your stock option award.

    


    Sincerely,

    


    


    


    Stan
      A.
      Askren

    Chairman,
      President and CEO

    


    Enc.

    


    


    ______________________________________________________________________


    


    


    


    HNI
      Corporation 2007 Stock-Based Compensation Plan

    


    Agreement
      to Participate

     

    By
      signing a copy of this Agreement and returning it to Bob Foster, Vice President,
      Compensation and Benefits, I acknowledge that I have read this letter and the
      Plan, and that I fully understand all of my rights thereunder, as well as all
      of
      the terms and conditions which may limit my eligibility to exercise this
      option.

    


    
      	 	 	 	 	 
	
               

            	 	 	
               

            	 
	
              Signature

            	 	 	
              Date