r8kex104sip.htm


    EXHIBIT
10.4                              



      HNI
CORPORATION SUPPLEMENTAL INCOME PLAN

      


      


      HNI
Corporation, an Iowa corporation (the "Corporation"), established this HNI
Corporation Supplemental Income Plan, formerly called the HNI Corporation ERISA
Supplemental Retirement Plan (the "Plan"), effective on May 8,
1995.  The Corporation has amended and restated the Plan from time to
time, most recently effective January 1, 2005.  The Corporation hereby
again amends and restates the Plan, effective February 17, 2010 (the
"Restatement Date"), to accomplish certain changes to its form and
operation.

      


      1.           Purpose of the
Plan.  The purpose of the Plan is to provide to selected
executives benefits equal to the amounts which, but for limitations imposed by
the Code or plan provisions, would have been provided by the HNI Corporation
Profit Sharing Retirement Plan (the "Profit Sharing Retirement Plan") and the
HNI Corporation Cash Profit Sharing Plan (the "Cash Profit Sharing
Plan").

      


      2.           Definitions.  Except
as otherwise defined in the Plan, capitalized terms used herein shall have the
respective meanings assigned to such terms in the Profit Sharing Retirement
Plan.

      


      3.           Participation.  Each
Member of an Employer or Participating Affiliate whose Credited Compensation for
any calendar year, determined under the Profit Sharing Retirement Plan, exceeds
$170,000 (or such other amount as may be in effect under Section 401(a)(17) of
the Code for such year) and who has been selected for participation by the
Corporation's Board of Directors (the "Board") shall be a Participant in the
Plan.  For this purpose, Credited Compensation shall be determined
without regard to (a) any election by the Participant to defer any compensation
earned for such year, (b) any payments made pursuant to the HNI Corporation
Long-Term Performance Plan or other similar incentive plan for such year, (c)
any awards made under the HNI Corporation 2007 Stock-Based Compensation Plan
(the "Stock-Based Compensation Plan") for such year, (d) the limits under Code
Section 401(a)(17) or (e) the requirement that Credited Compensation be computed
on the basis of a twelve-month period ending September 30.  The Plan
is intended to be an unfunded bonus plan that is neither subject to ERISA nor
Section 409A of the Code.

      


      4.           Benefits.

      


       (a)           Benefits in Respect of the
Profit Sharing Retirement Plan.  As soon as practicable after
the last day of each calendar year, the Corporation shall determine the amount
of Qualified Non-Elective Contributions that would have been credited for such
year to the Participant's Account under the Profit Sharing Retirement Plan for
such calendar year but for the annual limitation on compensation that may be
taken into account pursuant to Code Section 401(a)(17) and the annual limitation
on benefits pursuant to Code Section 415, as set forth in the Profit Sharing
Retirement Plan.

       

       (b)           Benefits in Respect of Cash
Profit Sharing Plan.  As soon as practicable after the last day
of each calendar year, the Corporation shall determine an amount equal to the
payments such Participant would have received under the Cash Profit Sharing Plan
in such year

       


      
        
           


        

        
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      in
respect of the Participant's Compensation, as described in Section 2, but for
the limitations imposed under the terms of the Cash Profit Sharing Plan on
eligible earnings at the level specified in Code Section 401(a)(17) with respect
to a qualified defined contribution plan.

       

       (c)           Distributions.  On
the first day of the Corporation's March fiscal month following the end of the
Corporation's fiscal year for which a benefit is determined under Paragraphs
4(a) or (b) above, the benefit determined for each Participant shall be paid
either in shares of Stock, as a Stock Grant Award issued under the Stock-Based
Compensation Plan, or cash, as determine by the Human Resources and Compensation
Committee of the Board (the "Committee") in its discretion.  The
number of shares of Stock to be paid as a Stock Grant Award shall be determined
by dividing the amounts determined under Paragraphs 4(a) and (b) above by the
closing price of a share of the Corporation's common stock on the date the award
is paid, with cash paid in lieu of any fractional share.  Any shares
issued under the Plan shall not be transferable, whether by sale, pledge, gift,
or otherwise, while the Participant is employed by the Corporation or any of its
Subsidiaries.  Provision for all income tax withholding and other
employment taxes shall be made pursuant to Section 8.8 of the Stock-Based
Compensation Plan.  For purposes of the Plan, the terms "Stock Grant
Award" and "Subsidiary" shall have the same meaning as in the Stock-Based
Compensation Plan.

       

      5.           Administration.  The
Committee shall be charged with the administration of the Plan, shall have the
same powers and duties and shall be subject to the same limitations with respect
to the Plan as the Fund Committee under the Profit Sharing Retirement
Plan.  Decisions of the Committee shall be conclusive and binding upon
all persons claiming benefits under the Plan.

      


      6.           Nonassignment of
Benefits.  Notwithstanding anything contained herein or in any
other plan maintained by the Corporation to the contrary, it shall be a
condition of the payment of benefits under the Plan that neither such benefits
nor any portion thereof shall be assigned, alienated or transferred to any
person voluntarily or by operation of any law, including any assignment,
division or awarding of property under state domestic relations law (including
community property law).  If any person shall endeavor to purport to
make any such assignment, alienation or transfer, the amount otherwise provided
hereunder which is the subject of such assignment, alienation or transfer shall
cease to be payable to any person.

      


      7.           No Guaranty of
Employment.  Nothing contained in the Plan shall be construed
as a contract of employment between any employee and his or her Employer or as
conferring a right on any employee to be continued in the employment of an
Employer.

      


      8.           Amendment and
Termination.

      


       (a)           The
Board reserves the right at any time to amend or terminate the
Plan.  The Committee may amend the Plan from time to time as it deems
necessary or advisable except that any amendment which would terminate the Plan
or modify its formula for contributions shall require advance approval of the
Board.

       


      
        
           


        

        
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       (b)           Notwithstanding
the foregoing, no amendment shall operate directly or indirectly to deprive any
Participant of his or her vested interest in the Plan immediately prior to the
effective date of the amendment.

       

       (c)           Each
amendment (including any termination of the Plan) shall be adopted by the
Committee, pursuant to the authority granted to it by the Board.

      


      9.           Miscellaneous.

      


       (a)           Certain Profit Sharing
Retirement Plan Provisions.  Except as otherwise provided
herein, the provisions contained in Sections 11.2 (relating to applicable law
and  severability) and Article 13 (relating to Adoption by Affiliates)
of the Profit Sharing Retirement Plan are hereby incorporated herein by
reference, and shall be applicable as if such provisions were set forth
herein.

      


       (b)           Successors and
Assigns.  The provisions of the Plan shall bind and inure to
the benefit of each Employer and its successors and assigns, as well as each
Participant and his or her beneficiaries and successors.

      


       

       

       

       

       

       

       

       

       

       

      
 

      
        
           


        

        
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