rexhsbcp.htm


    EXHIBIT
10.1



      HNI
CORPORATION

      2007
STOCK-BASED COMPENSATION PLAN

      


       

          HNI
Corporation, an Iowa corporation (the "Corporation"), first adopted the HNI
Corporation 2007 Stock-Based Compensation Plan (the "Plan") on May 8,
2007.  The Plan was amended and restated effective May 8, 2007 to
comply with Section 409A of the Internal Revenue Code.  The Plan was
further amended effective as February 23, 2009.

      


      I.           PURPOSES;
EFFECT ON PRIOR PLANS

      


          1.1           Purpose.  The purpose of
the Plan is to aid the Corporation in recruiting and retaining employees capable
of assuring the future success of the Corporation through the grant of Awards of
stock-based compensation.  The Corporation expects that the Awards and
opportunities for stock ownership in the Corporation will provide incentives to
Plan participants to exert their best efforts for the success of the
Corporation's business and thereby align the interests of Plan participants with
those of the Corporation's stockholders.  For purposes of the Plan,
references to employment by the Corporation shall also mean employment by a
Subsidiary.

      


          1.2           Effect on
Prior Plans.  From and after
the date of stockholder approval of the Plan, no awards shall be granted under
the Corporation's 1995 Stock-Based Compensation Plan, 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,
      Stock Appreciation Right, Restricted Stock, Restricted Stock Unit,
      Deferred Share Unit, Performance Share, Bonus Stock, or Dividend
      Equivalent Award granted under 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
      Committee.

                   

                
	 	(c)	
                  "Board" means the Board
      of Directors of the Corporation.

                   

                
	 	(d)	
                  "Bonus Stock Award"
      means any right granted under Section 7.4 of the Plan.

                   

                
	 	(e)	
                  "Change in Control" has
      the meaning set forth in Section 10.2 of the Plan.

                   

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

                   

                
	 	(g)	
                  "Committee" means the
      Committee designated by the Board, consisting of three or more members of
      the Board, each of whom shall be:  (i) a "non-employee director"
      within the meaning of Rule 16b-3 under the Exchange Act; and (ii) an
      "outside director" within the meaning of Section 162(m) of the
      Code.

                   

                
	 	(h)	
                  "Corporation" means HNI
      Corporation, an Iowa corporation.

                   

                
	 	(i)	
                  "Deferred Share Unit"
      means a unit evidencing the right to receive a Share (or a cash
      payment equal to the Fair Market Value of a Share) at some future
      date.

                   

                
	 	(j)	
                  "Deferred Share Unit Award"
      means a right to receive Deferred Share Units granted under Section
      7.2 of the Plan.

                


        

      

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      
        
          	
                   
      

                	
                  (k)

                	
                  "Dividend Equivalent"
      means a right granted under Section 7.5 of the Plan with respect to
      Restricted Stock, Restricted Stock Unit, Performance Share, Deferred Share
      Unit and Bonus Stock Awards to receive payment equivalent to the amount of
      any cash dividends paid by the Corporation to holders of
      Shares.

                   

                
	 	(l)	
                  "Eligible Employee"
      means any employee (including an officer) of the Corporation or a
      Subsidiary whom the Committee determines to be an Eligible
      Employee.

                   

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

                   

                
	 	(n)	
                  "Fair Market Value," of
      a Share 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 Committee by whatever means or method as the
      Committee, 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.

                   

                
	 	(o)	
                  "Option" means an option
      to purchase Shares granted under Section 6.1 of the Plan.  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."

                   

                
	 	(p)	
                  "Participant" means an
      Eligible Employee who is designated by the Committee to be granted an
      Award under the Plan.

                   

                
	 	(q)	
                  "Performance Measure"
      means the criteria and objectives established by the Committee,
      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
      Committee.  In the sole discretion of the Committee, the
      Committee 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.

                   

                
	 	(r)	
                  "Performance Share Award"
      means a right granted under Section 7.3 of the Plan to receive
      Shares contingent upon the attainment of specified Performance
      Measures.

                   

                
	 	(s)	
                  "Restricted Stock" means
      Shares subject to forfeiture restrictions established by the
      Committee.

                   

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

                   

                
	 	(u)	
                  "Restricted Stock Unit"
      means a unit evidencing the right to receive a Share (or a cash
      payment equal to the Fair Market Value of a Share) at some future date
      subject to forfeiture restrictions established by the
      Committee.

                   

                
	 	(v)	
                  "Restricted Stock Unit
      Award" means a grant of Restricted Stock Units under Section 7.1 of
      the Plan.

                   

                
	 	(w)	
                  "Stock Appreciation
      Right" means a right to receive the appreciation in the value of a
      Share granted under Section 6.2 of the Plan.

                   

                
	 	(x)	
                  "Share" means a share of
      common stock, par value of $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.

                   

                
	 	(y)	
                  "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
      Committee.  Notwithstanding the foregoing, for purposes of
      granting to any

                


        

      

      

        
          
             


          

          
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                Participant
      an Option or a Stock Appreciation Right, "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         Power and
Authority of the Committee.  The Plan shall be
administered by the Committee.  Subject to the express provisions of
the Plan and to applicable law, the Committee shall have full power and
authority to:  (a) designate Participants; (b) determine the type or
types of Awards to be granted to each Participant; (c) determine the number of
Shares to be covered by (or the method by which payments or other rights are to
be calculated in connection with) each Award; (d) determine the terms and
conditions of any Award or Award Agreement; (e) amend the terms and conditions
of any Award or Award Agreement, provided, however, that, except as otherwise
provided in Section 5.3 hereof, the Committee shall not reprice, adjust or amend
the exercise price of Options or the grant price of Stock Appreciation Rights
previously awarded to any Participant, whether through amendment, cancellation
and replacement grant, or any other means; (f) accelerate the exercisability of
any Award or the lapse of restrictions relating to any Award; (g) determine
whether, to what extent, and under what circumstances Awards may be exercised in
cash, Shares, other securities, other Awards or other property, or canceled,
forfeited or suspended; (h) determine whether, to what extent and under what
circumstances cash or Shares payable to a Participant with respect to an Award
shall be deferred either automatically or at the election of the holder of the
Award or the Committee; (i) interpret and administer the Plan and any instrument
or agreement, including any Award Agreement, relating to the Plan; (j)
establish, amend, suspend or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan;
and (k) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the
Plan.

       

          Unless
otherwise expressly provided in the Plan, all designations, determinations,
interpretations and other decisions under or with respect to the Plan or any
Award or Award Agreement shall be within the sole discretion of the Committee,
may be made at any time and shall be final, conclusive and binding upon any
Participant, any holder or beneficiary of any Award or Award Agreement, and any
employee of the Corporation or any Subsidiary.  A majority of the
Committee shall constitute a quorum.  The acts of the Committee shall
be either:  (a) acts of a majority of the members of the Committee
present at any meeting at which a quorum is present; or (b) acts approved in
writing by a majority of the members of the Committee without a
meeting.

       

          3.2         Delegation.  The Committee may
delegate some or all of its power and authority hereunder to the President and
Chief Executive Officer or other executive officer of the Corporation as the
Committee deems appropriate; provided, however, that the Committee may not
delegate its power and authority with regard to:  (a) the grant of an
Award to any person who is a "covered employee" within the meaning of Section
162(m) of the Code or who, in the Committee's judgment, is likely to be a
covered employee at any time during the period an Award hereunder to such
employee would be outstanding; or (b) the selection for participation in the
Plan of an officer or other person subject to Section 16 of the Exchange Act or
decisions concerning the timing, pricing or amount of an Award to such an
officer or other person.

       

          3.3         Power and
Authority of the Board.  Notwithstanding
anything to the contrary contained herein, the Board may, at any time and from
time to time, without any further action of the Committee, exercise the powers
and duties of the Committee under the Plan, unless the exercise of such powers
and duties by the Board would cause the Plan to fail to comply with the
requirements of Section 162(m) of the Code.

       

          3.4         Liability
and Indemnification of Plan Administrators. No member of the Board
or Committee, and neither the President and Chief Executive Officer nor any
other executive officer to whom the Committee delegates any of its power and
authority hereunder, 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 and the Committee and the President and Chief
Executive Officer or other executive officer 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, Bylaws, and under any directors' and
officers' liability insurance that may be in effect from time to
time.

       

      
        
           


        

        
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      IV.           ELIGIBILITY

       

          Participants
in the Plan shall consist of such Eligible Employees as the Committee in its
sole discretion may select from time to time.  The Committee's
selection of an Eligible Employee to be a Participant with respect to any Award
shall not require the Committee to select such Eligible Employee to receive any
other Award at any time.

      


      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 five million 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 or to satisfy tax withholding obligations
relating to an Award shall not be available for future grants under the
Plan.  In addition, if Stock Appreciation Rights are settled in Shares
upon exercise, the aggregate number of Shares subject to the Award rather than
the number of Shares actually issued upon exercise shall be counted against the
number of Shares authorized 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.

      


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

      


          5.4         Award
Limitations.

       

      
        
          	
                	
                  (a)

                	
                  Plan Limitation on Restricted
      Stock, Restricted Stock Unit, Performance Share, Dividend Equivalent,
      Deferred Share Unit and Bonus Stock Awards.  No
      more than one million Shares (subject to adjustment as provided in Section
      5.3 of the Plan) shall be available under the Plan for issuance pursuant
      to Restricted Stock, Restricted Stock Unit, Performance Share, Dividend
      Equivalent, Deferred Share Unit and Bonus Stock Awards; provided, however,
      that Shares subject to any such Awards that terminate, lapse or are
      cancelled or forfeited shall again be available for grants of Restricted
      Stock, Restricted Stock Units, Performance Share Awards, Dividend
      Equivalents, Deferred Share Unit Awards and Bonus Awards for purposes of
      this limitation on grants of such Awards.

                   

                
	 	(b)	
                  Section 162(m) Limitation for
      Certain Types of Awards.  No Participant may be granted
      an Award or Awards under the Plan for more than 250,000 Shares (subject to
      adjustment as provided in Section 5.3 of the Plan) in the aggregate in any
      calendar year.

                   

                


        

      

      VI.           OPTIONS
AND STOCK APPRECIATION RIGHTS

      


          6.1         Options.  The Committee may
grant Options with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the
Committee shall determine:

       

      
        	
              	(a)	
                Exercise
      Price.  The
      purchase price per Share purchasable under an Option shall be determined
      by the Committee and shall not be less than 100% of the Fair Market Value
      of a Share on the date of grant of such Option; provided, however, that
      the Committee may designate a per share exercise price below Fair Market
      Value on the date of grant if the Option is granted in substitution for a
      stock option previously granted by an entity that is acquired by or
      

              


      

                   

        
          
             


          

          
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                merged
      with the Corporation or a Subsidiary and provided further than such
      substitution is made in accordance with the requirements of Treas. Reg. §
      1.409A-1(a)(5)(iii)(E)(4). 

                 

              
	
              	(b)	
                 Option Term.   The
      term of each Option shall be fixed by the Committee, but shall not be
      longer than ten years.

                 

              
	 	(c)	
                Time, Method and Conditions of
      Exercise. 
      The Committee 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.

              

                    

          6.2         Stock
Appreciation Rights.  The Committee may
grant Stock Appreciation Rights subject to the terms of the Plan and such
additional terms and conditions not inconsistent with the provisions of the Plan
as the Committee shall determine. A Stock Appreciation Right granted under the
Plan shall confer on the holder thereof a right to receive upon exercise thereof
the excess of:  (a) the Fair Market Value of one Share on the date of
exercise; over (b) the grant price of the Stock Appreciation Right as specified
by the Committee, which price shall not be less than 100% of the Fair Market
Value of the Share on the date of grant of the Stock Appreciation Right;
provided, however, that the Committee may designate a per share grant price
below Fair Market Value on the date of grant if the Stock Appreciation Right is
granted in substitution for a stock appreciation right previously granted by an
entity that is acquired by or merged with the Corporation or a Subsidiary and
provided further than such substitution is made in accordance with the
requirements of Treas. Reg. § 1.409A-1(a)(5)(iii)(E)(4).  The term of
the Stock Appreciation Right shall be fixed by the Committee, but shall not be
longer than ten years.

      


      VII.           STOCK
AWARDS

      


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

       

      
        	
              	(a)	
                Restrictions.  
      Shares of Restricted Stock and Restricted Stock Units shall be subject to
      such restrictions as the Committee 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 Committee
      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 and 10.1, upon a Participant's termination of
      employment (in either case, as determined under criteria established by
      the Committee) during the applicable restriction period, all Shares of
      Restricted Stock and all Restricted Stock Units 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 Committee may deem appropriate,
      including book-entry registration or issuance of a stock certificate or
      certificates, which certificate or certificates all 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.

              

               

          No Shares
shall be issued at the time an Award of Restricted Stock Units is
granted.  Rather, the Shares shall be issued and delivered to the
holder of the Restricted Stock Units upon the lapse or waiver of the
restrictions applicable to the Restricted Stock Units.

       

          7.2         Deferred
Share Units.  The Committee may
grant Awards of Deferred Share Units subject to such terms and conditions not
inconsistent with the provisions of the Plan as the Committee shall
determine.  All Deferred Share Units shall be subject to a deferral
period of not less than one year, and may, in addition, be subject to such
restrictions as the Committee may impose (including, without limitation,
satisfaction of Performance Measures or a performance period), which
restrictions may

        
          
             


          

          
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      lapse
separately or in combination at such time or times, in such installments or
otherwise, as the Committee may deem appropriate.  Deferred Share
Units may be granted without additional consideration or in consideration of a
payment by the Participant that is less than the Fair Market Value per Share at
the date of grant.  No Shares shall be issued at the time Deferred
Share Units are granted.  Rather, the Shares (or cash, as the case may
be) shall be issued and delivered upon expiration of the deferral period
relating to the Deferred Share Units (subject to the satisfaction of any
applicable restrictions).

       

          7.3         Performance
Share Awards.  The Committee may
grant Performance Share Awards denominated in Shares that may be settled or
payable in Shares (including, without limitation, Restricted Stock or Restricted
Stock Units) or cash.  Performance Share Awards shall be conditioned
solely on the achievement of one or more Performance Measures specified by the
Committee during such performance period as the Committee shall
specify.  Settlement or payment of a Performance Share Award shall be
made upon satisfaction of the specified Performance Measures during the
specified performance period.

      


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

       

          7.5         Dividend
Equivalents.  The Committee may
grant Dividend Equivalents under which a Participant granted a Restricted Stock,
Restricted Stock Unit, Performance Share, Deferred Share Unit or Bonus Stock
Award under this Article 7 shall be entitled to receive payment (in cash,
Shares, other securities, other Awards or other property as determined in the
discretion of the Committee) equivalent to the amount of any cash dividends paid
by the Corporation to holders of Shares with respect to a number of Shares
determined by the Committee.  Subject to the terms of the Plan, such
Dividend Equivalents may have such terms and conditions as the Committee shall
determine.

      


      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 Committee or required by applicable law.

       

          8.2         Awards
Subject to Performance Measures.  The Committee
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
Committee.

      


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

       

          8.5         Termination
of Employment.  Except as
otherwise provided in this Section 8.5 and Section 10.1, all of the terms
relating to the exercise, cancellation, forfeiture or other disposition of an
Award granted under the Plan upon a termination of employment with the
Corporation of the holder of an Award, whether by reason of retirement or
otherwise, shall be determined by the Committee.  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, each Award granted under the Plan shall become fully exercisable and
vested upon the death or disability (as defined below) of the Participant,
provided such Award had not otherwise expired prior to the Participant's death
or disability and the Participant is employed by the Corporation on the date of
death or disability.  For purposes hereof, "disability" of a
Participant means the inability of the

        
          
             


          

          
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      Participant
to perform substantially his or her duties and responsibilities for a continuous
period of at least six months, as determined in the Committee's sole
discretion.

       

          8.6         Limits on
Transfer of Awards.  Except as
otherwise provided by the Committee or the terms of the Plan, no Award and no
right under any Award shall be transferable by a Participant other than by will
or by the laws of descent and distribution.  The Committee 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
Committee, 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 Committee or the Board;
and (c) the transferee is subject to the same terms and conditions hereunder as
the Participant.  Each Award or right under an 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 Award or right under any 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.

      


          8.7         Restrictions;
Securities Exchange Listing.  All Shares or
other securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such restrictions as the Committee may deem
advisable under the Plan, applicable federal or state securities laws and
regulatory requirements, and the Committee 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.  If the Shares or other
securities are traded on a securities exchange, the Corporation shall not be
required to deliver any Shares or other securities covered by an Award unless
and until such Shares or other securities have been admitted for trading on such
securities exchange.

       

          8.8         Tax
Withholding.  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.  The Committee 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.  The Committee may, subject to any
terms and conditions that the Committee may adopt, permit a Participant to elect
to pay all or a portion of the minimum statutory withholding taxes
by:  (a) having the Corporation withhold Shares otherwise to be
delivered upon the grant, exercise, vesting or payment of an Award with a Fair
Market Value equal to the amount of such taxes; (b) delivering to the
Corporation Shares other than Shares issuable upon the grant, exercise, vesting
or payment of an Award with a Fair Market Value equal to the amount of such
taxes; or (c) paying cash.  Any such election must be made on or
before the date that the amount of tax to be withheld is
determined.

      

        
          
             


          

          
            7 


            
              

            

          

          
             


          

        

      

      IX.           AMENDMENT
AND TERMINATION; CORRECTIONS

      


          9.1        
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
      the Plan;

                 

              
	 	(c)	
                increases
      the number of Shares subject to the limitations contained in Section 5.4
      of the Plan;

                 

              
	 	(d)	
                permits
      repricing of Options or Stock Appreciation Rights which is prohibited by
      Section 3.1(e) of the Plan;

                 

              
	 	(e)	
                permits
      the award of Options or Stock Appreciation Rights at a price less than
      100% of the Fair Market Value of a Share on the date of grant of such
      Option or Stock Appreciation Right, contrary to the provisions of Sections
      6.1(a) and 6.2 of the Plan; or

                 

              
	 	(f)	would
      cause an exemption to Section 162(m) of the Code to become inapplicable
      with respect to the Plan.


      

                   

          9.2        Amendments
to Awards. 
Subject to the provisions of the Plan, the Committee 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 Committee 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.

       

          9.3       
Correction
of Defects, Omissions and Inconsistencies.  The Committee may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or in any Award or Award Agreement in the manner and to the extent it shall
deem desirable to implement or maintain the effectiveness of the
Plan.

      


      X.           CHANGE
IN CONTROL

      


          10.1     
Consequences
of Change in Control.  Notwithstanding
any provision in the Plan or any Award Agreement to the contrary:

       

      
        	
              	(a)	
                In
      the event of a Change in Control described in Section 10.2(c) or the
      approval by the holders of Shares of a plan of complete liquidation or
      dissolution of the Corporation, in connection with which the holders of
      Shares receive shares of common stock that are registered under Section 12
      of the Exchange Act:  (i) all outstanding Awards shall become
      immediately vested and all Options and Stock Appreciation Rights
      exercisable in full, with any applicable Performance Measures deemed
      satisfied at the maximum level; and (ii) there shall be substituted for
      each Share available under the Plan, whether or not then subject to an
      outstanding Award, the number and class of shares into which each
      outstanding Share shall be converted pursuant to such Change in
      Control.  In the event of any such substitution, the purchase
      price per share in the case of an Option and the base price in the case of
      a Stock Appreciation Right shall be appropriately adjusted by the
      Committee, such adjustments to be made in the case of outstanding Options
      and Stock Appreciation Rights without an increase in the aggregate
      purchase price or base price.

                 

              
	 	(b)	
                 In
      the event of a Change in Control described in Section 10.2(a) or (b), or
      in the event of a Change in Control pursuant to Section 10.2(c) or the
      approval by the holders of Shares of a plan of complete liquidation or
      dissolution of the Corporation, in connection with which the holders of
      Shares receive consideration other than shares of common stock that are
      registered under Section 12 of the Exchange Act, the Committee in its
      discretion may require that each outstanding Award shall be surrendered to
      the Corporation by the holder thereof, and each such Award shall
      immediately be cancelled by the Corporation, and the holder shall receive,
      within ten days of the occurrence of a Change in Control pursuant to
      Section 10.2(a) or (b), below, or within ten days of the approval of the
      holders of Shares

              


      

                           

        
          
             


          

          
            8 


            
              

            

          

          
             


          

        


        	
              	 	
                contemplated
      by Section 10.2(c) or complete liquidation or dissolution of the
      Corporation, a cash payment from the Corporation in an amount equal
      to:  (i) in the case of an Option, the number of Shares subject
      to the Option, multiplied by the excess, if any, of the Fair Market Value
      of a Share on the date of the Change in Control, over the purchase price
      per Share subject to the Option; (ii) in the case of a Stock Appreciation
      Right, the number of Shares then subject to the Stock Appreciation Right,
      multiplied by the excess, if any, of the Fair Market Value of a Share on
      the date of the Change in Control, over the base price of the Stock
      Appreciation Right; (iii) in the case of a Restricted Stock Award,
      Restricted Stock Unit Award, Performance Share Award or Deferred Share
      Award, the number of Shares then subject to such Award, multiplied by the
      Fair Market Value of a Share on the date of the Change in
      Control.  In the event of a Change in Control, each tandem Stock
      Appreciation Right shall be surrendered by the holder thereof and shall be
      cancelled simultaneously with the cancellation of the related
      Option.  The Corporation may, but is not required to, cooperate
      with any person who is subject to Section 16 of the Exchange Act to assure
      that any cash payment in accordance with the foregoing to such person is
      made in compliance with Section 16 and the rules and regulations
      thereunder.

                 

              
	 	(c)	
                Notwithstanding
      any provision of this Plan to the contrary, if an amount becomes payable
      with respect to an Award upon a Change in Control pursuant to Section
      10.1(b), the amount is subject to Section 409A of the Code, and the Change
      in Control does not constitute a "change in the ownership or effective
      control" or a "change in the ownership of a substantial portion of the
      assets" of the Company within the meaning of Section 409A(a)(2)(A)(v) of
      the Code, then the amount shall not be paid upon the Change in Control,
      but shall instead be paid at the earliest to occur of:  (i) the
      Participant's "separation from service" with the Company (determined in
      accordance with Section 409A of the Code), provided, that if the
      Participant is a "specified employee" (within the meaning of Section 409A
      of the Code), the payment date shall be the date that is six months after
      the date of the Participant's separation from service with the Company;
      (ii) the date payment otherwise would have been made in the absence of any
      provisions in this Plan to the contrary (provided such date is permissible
      under Section 409A of the Code); or (iii) the Participant's
      death.

              


      

       

          10.2       Definition
of Change in Control.  "Change in
Control" shall mean:

       

      
        	
              	(a)	
                the
      acquisition by any individual, entity or group (with the meaning of
      Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person") of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under
      the Exchange Act) of 20% or more of either:  (i) the then
      outstanding Shares (the "Outstanding Corporation Common Stock"); or (ii)
      the combined voting power of the then outstanding voting securities of the
      Corporation entitled to vote generally in the election of directors (the
      "Outstanding Corporation Voting Securities"); provided, however, that for
      purposes of this subsection (a), the following acquisitions shall not
      constitute a Change in Control:  (A) any acquisition directly
      from the Corporation, (B) any acquisition by the Corporation, (C) any
      acquisition by any employee benefit plan (or related trust) sponsored or
      maintained by the Corporation or any corporation controlled by the
      Corporation, or (D) any acquisition by any corporation pursuant to a
      transaction which complies with clauses (i), (ii) and (iii) of subsection
      (c) of this Section 10.2; or

                 

              
	 	(b)	
                 individuals
      who, as of the date hereof, constitute the Board (the "Incumbent Board")
      cease for any reason to constitute a majority of the Board; provided,
      however, that any individual becoming a director subsequent to the date
      hereof whose election, or nomination for election by the Corporation's
      shareholders, was approved by a vote of a majority of the directors then
      comprising the Incumbent Board shall be considered as though such
      individual were a member of the Incumbent Board, but excluding, for this
      purpose, any such individual whose initial assumption of office occurs as
      a result of an actual or threatened election contest with respect to the
      election or removal of directors or other actual or threatened
      solicitation of proxies or consents by or on behalf of a Person other than
      the Board; or

                 

              
	 	(c)	
                consummation
      of a reorganization, merger or consolidation or sale or other disposition
      of all or substantially all of the assets of the Corporation (a "Business
      Combination"), in each case, unless, following such Business
      Combination:  (i) all or substantially all of the individuals
      and entities who were the beneficial owners, respectively, of the
      Outstanding Corporation Common Stock and Outstanding Corporation Voting
      Securities immediately prior to such Business Combination beneficially
      own, directly or indirectly, 50% or more of, respectively, the then
      outstanding shares of common stock and the combined voting power of the
      then outstanding voting securities entitled to vote generally in the
      election of directors, as the case may be, of the corporation resulting
      from such Business Combination (including, without limitation, a
      corporation which as a result of such transaction owns the Corporation or
      all or substantially all of the Corporation's assets either directly or
      through one or more subsidiaries)
in

              




      
        
          
             


          

          
            9 


            
              

            

          

          
             


          

        


        	
              	 	
                
                  substantially
      the same proportions as their ownership immediately prior to such Business
      Combination of the Outstanding Corporation Common Stock and Outstanding
      Corporation Voting Securities, as the case may be; (ii) no Person
      (excluding any corporation resulting from such Business Combination or any
      employee benefit plan (or related trust) of the Corporation or such
      corporation resulting from such Business Combination) beneficially owns,
      directly or indirectly, 20% or more of, respectively, the then outstanding
      shares of common stock of the corporation resulting from such Business
      Combination or the combined voting power of the then outstanding voting
      securities of such corporation except to the extent that such ownership
      existed prior to the Business Combination; and (iii) at least a majority
      of the members of the board of directors of the corporation resulting from
      such Business combination were members of the Incumbent Board at the time
      of the execution of the initial agreement, or of the action of the Board,
      providing for such Business Combination.

                   

                

              


      

      XI.           GENERAL
PROVISIONS GOVERNING PLAN

      


          11.1       No Rights
to Awards.  No Eligible
Employee, Participant 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
Eligible Employees, Participants or 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, 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.

       

          11.4       Award
Agreements.  No Participant
shall have rights under an 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 Employment.  The grant of an
Award shall not be construed as giving a Participant the right to be retained as
an employee of the Corporation or any Subsidiary, nor will it affect in any way
the right of the Corporation or a Subsidiary to terminate a Participant's
employment at any time, with or without cause.  In addition, the
Corporation or a Subsidiary may at any time dismiss a Participant from
employment 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 Committee, 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 Committee,
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 nor
any Award 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.  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.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

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

      


      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 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 as long as the
Awards are outstanding.

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

    

    
      
        
        

      

      
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