rcic807.htm


     

    Exhibit 10.1


    HNI
      CORPORATION

    


    Amendment
      No. 1 to

    Change
      In Control Employment Agreement

    


    


    THIS
      AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the
      "Amendment") is made between HNI Corporation, an Iowa corporation (the
      "Corporation"), and _____________________________________  (the
      "Executive"), dated this ______ day of _______________________,
      200__.

     

    WITNESSETH:

     

    WHEREAS,
      the Corporation and the Executive have previously entered into the Amended
      and
      Restated Change in Control Agreement, dated as of [_____], 2006
      (the "Original Agreement");

     

    WHEREAS,
      the Corporation and the Executive desire to amend the terms of the Original
      Agreement as set forth in this Amendment;

     

    NOW,
      THEREFORE, the Corporation and the Executive agree as follows:

     

    1.           Definitions.  Terms
      used with initial capitals herein but not defined in this Amendment are used
      as
      defined in the Original Agreement.

     

    2.           Amendments.  The
      Corporation and the Executive each desire to amend the Original Agreement as
      follows:

     

    (a)    The
      last sentence of
      Section 7(d)(i)(C)(x) of the Original Agreement is hereby deleted.

     

    (b)           The
      last sentence of Section 7(d)(ii) of the Original Agreement is hereby deleted
      and amended in its entirety to read as follows:

     

    "Notwithstanding
      the foregoing provisions of this Section 7(d)(ii), in no event any Underpayment
      hereunder will be made after the later of (x) the last day of the Executive's
      taxable year next following the year in which the taxes that are the subject
      of
      the audit or litigation are remitted to the taxing authority, or (y) if no
      taxes
      are to be remitted, the last day of the Executive's taxable year next following
      the year in which the audit or litigation is completed."

     

    (c)           The
      last sentence of Section 12 of the Original Agreement is hereby deleted and
      amended to read in its entirety as follows:

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

    

              
      "Such
      payments of legal fees and expenses (and interest payments relating thereto)
      will only be made if (a) the payment is based on an objectively determinable
      nondiscretionary definition of the eligible reimbursement, (b) the reimbursement
      is available for a specified period (including for life of the Executive),
      (c)
      the amount of expenses eligible for reimbusement during the Executive's taxable
      year may not affect the expenses eligible for reimbursement in any other taxable
      year, (d) the reimbursement is made on or before the last day of the Executive's
      taxable year following the taxable year in which the expense was incurred,
      and
      (e) the right to reimbursement is not subject to liquidation or exchange for
      another benefit."

     

    3.           Notices.  Any
      notices, requests, demands and other communications provided for by this
      Amendment shall be in writing and will be deemed to have been duly given when
      hand delivered or dispatched by electronic or facsimile transmission (with
      receipt thereof orally confirmed) or five business days after having been mailed
      by United States registered or certified mail, return receipt requested, postage
      prepaid, or three business days after having been sent by a nationally
      recognized overnight courier service such as Fed Ex or UPS, addressed to the
      Corporation (to the attention of the Secretary of the Corporation) at its
      principal executive office and to the Executive at the Executive's principal
      residence, or to such other address as any party may have furnished to the
      other
      in writing and in accordance herewith, except that notices of changes of address
      will be effective only upon receipt.

     

    4.           Governing
      Law.  The provisions of this Amendment shall be construed in
      accordance with the laws of the State of Iowa, without reference to principles
      of conflicts of laws.

     

    5.           Amendment.  This
      Amendment may be amended or cancelled by mutual agreement of the parties in
      writing without the consent of any other person and, so long as the Executive
      lives, no person, other than parties hereto, shall have any rights under or
      interest in this Agreement or the subject matter hereof.

     

    6.           Successor
      to the Corporation.  This Amendment shall inure to the benefit of
      and be binding upon the Corporation and its successors.  The
      Corporation shall require any successor to all or substantially all of the
      business and/or assets of the Corporation, whether direct or indirect, by
      purchase, merger, consolidation, acquisition of stock, or otherwise, by an
      agreement in form and substance satisfactory to the Executive, expressly to
      assume and agree to perform this Amendment in the same manner and to the same
      extent as the Corporation would be required to perform if no such succession
      had
      taken place.  This Amendment will inure to the benefit of and be
      enforceable by the Executive's personal or legal representatives, executors,
      administrators, successors, heirs, distributees and legatees.

     

    7.           Miscellaneous.

     

    (a)    In
      the event that any
      provision or portion of Amendment shall be determined to be invalid or
      unenforceable for any reason, the remaining provisions of Amendment shall be
      unaffected thereby and shall remain in full force and effect.

     

        

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (b)    The
      Corporation may
      withhold from any amounts payable under this Amendment such Federal, state
      or
      local taxes as shall be required to be withheld pursuant to any applicable
      law
      or regulation.

     

    (c)    This Amendment,
      together with the Original Agreement, contains the entire understanding with
      the
      Executive with respect to the subject matter hereof and shall supersede any
      similar agreement previously entered into between the Corporation and the
      Executive. 

     

    (d)    The
      Corporation hereby waives any and all conflicts of interest and attorney-client
      privilege that would prohibit counsel to the Corporation from representing
      the
      Executive in disputes relating to this Amendment.

     

     

    (Signature
      Page Follows)

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant to the
      authorization from its Board of Directors the Corporation has caused these
      presents to be executed in its name on its behalf, and its corporate seal to
      be
      hereunto affixed and attested by its Secretary, all as of the day and year
      first
      above written.

     

    


    
      	 	 	 	 
	
               

            	/s/ 	 	 
	 	 	                                         
              [Executive]	 
	 	 	 	 
	 	 	 	 


    

     

    
      	 	HNI
              Corporation	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 	 
	 	 	Its