rexhrsu2.htm


    EXHIBIT
10.2

     

    HNI Corporation  408 East
Second Street, Muscatine, Iowa 52761, Tel 563 272 7400, Fax 563 272 7347,
www.hnicorp.com

     

    
    

     

    
      	 	 CONFIDENTIAL


    

        [Date]

     

     

    
      	 	
              
                
                  [Participant
      Name]

                  [Job
      Title]

                  [Operating
      Company]

                  [Address]

                  [City,
      State, Zip Code]

                   

                  
                    Re:     HNI
      Corporation 2007 Stock-Based Compensation Plan:

                        Restricted Stock Unit
      Award Agreement

                    


                    Dear
      [First Name]:

                    


                    Congratulations
      on your selection as a Participant who will receive Restricted Stock Units
      under the HNI Corporation 2007 Stock-Based Compensation
      Plan.  This Award Agreement provides a brief summary of your
      rights under the Plan.  Capitalized terms found but not defined
      in this Award Agreement are defined in the Plan.

                    


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

                  

                

                 

              

            


    

     

    
      	 	 Overview of Your Restricted Stock Unit
      Grant
	 	 1.    
      Number of Restricted Stock Units
      Granted:
	 	 2.     Date of Grant:
	 	
               3.    
      Vesting of Restricted Stock
      Units:  Subject to the terms of Section 7 below, 100% of the
      Restricted Stock Units granted above will vest on [Vesting
      Date].

            
	 	
               4.    
      Impact of Vesting of Restricted Stock
      Units:  You
      will be issued Shares equal to the number of Restricted Stock Units
      granted above on the vesting date.  A portion
      of the Shares will be withheld to pay applicable withholding taxes due on
      the vesting date.

            
	 	
               5.    
      Stockholder Rights:  Prior ot
      the time that your Restricted Stock Units vest and the Corporation has
      issued Shares relating to such Restricted Stock Units, you will not be
      deemed to be the holder of, or to have any of the rights of a holder with
      respect to, any Shares deliverable with respect to such
      Restricted Stock Units. 
      Restricted Stock Units will not pay or accrue
  dividends.

            


    

     

    
      
        
        

      

      
        
        

        
          
            

          

                                                

        

      

      
        
        

      

    

    
    

    
      
      

    

    
    

                   [Date]

                                            
Page 2

    

     

    
      
        
          	 	
                  6.    
      Non-Transferability of
      Restricted Stock Units:

                   

                         
      (a)    No
      assignment or transfer of Restricted Stock Units, 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 Corporation.

                   

                         
      (b)    Notwithstanding
      the preceding paragraph, you may transfer your Restricted Stock Units to
      one or more family member (as such term is used in the Plan)
      or to one or more trusts established solely for the benefit of one or more
      family member or to one or more partnerships in which the
      only partners
      are family members; provided, however, that (i) no such transfer shall be
      effective unless you deliver reasonable prior notice thereof to
      the Corporation
      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 the Board, (ii) any such
      transferee shall be subject to the same terms and
      conditions hereunder
      as you are and (iii) such transfer can not be made for
    value.

                
	 	
                  7.    
      Termination
      of Employment:

                   

                         
      (a)    By Death, Disability or
      Retirement:  Restricted Stock Units which are outstanding
      as of the date of death, disability (as such term is used in
      the Plan)
      or retirement shall become immediately 100% vested, provided you are
      employed by the Corporation on the date of death or disability.  Retirement
      is defined as termination of employment at 65 or after age 55 with ten
      (10) years of service.

                   

                         
      (b)          
      For other
      reasons:  Restricted Stock Units which are not vested as
      of the date of employment termination for reasons other than those
      specified in Section
      7(a) or Section 8 shall immediately terminate, and shall be forfeited to
      the Corporation.

                
	 	
                  8.    
      Change in Control:  In the
      event of a Change in Control, all Restricted Stock Units shall become
      fully vested and Section 10.1 of the Plan will
  apply.

                


        

      

    

     

    
      Please
acknowledge your agreement to participate in the Plan and this Award Agreement,
and to abide by all of the governing terms and provisions, by signing and
returning the attached Agreement to Participate to the Vice President, Member
and Community Relations.  Please make a copy of the Agreement to
Participate for your files.

      


      Refer any
questions you may have regarding your grant of Restricted Stock Unites to the
Vice President, Member and Community Relations.  Once again,
congratulations on the receipt of your restricted stock unit award.

      


      Sincerely,

      


      


      [Name]

      [Title]

      Enc.

    

     

    
      
      

    

    
      
        
           


        

        
           


          
            
                                      


        

         

      

    

     

    
      


      HNI Corporation 2007
Stock-Based Compensation Plan:

      Restricted Stock Unit
Award

      


      Agreement
to Participate

      


      By
signing this Agreement to Participate and returning it to the Vice President,
Member and Community Relations, I acknowledge that I have read the Award
Agreement 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 the vesting of the
Restricted Stock Units.

       

      


       

      
        	 	 	 	 
	
                 [Participant
      Name]

              	 	
                 Date