r8kex103sbcp.htm


                                                                                                                                                                                                                                                                                
EXHIBIT
10.3                               



      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.  The Corporation
hereby amends and restates the Plan, effective February 17, 2010; provided,
however, that certain provisions of the Plan are subject to shareholder approval
as described in Article 12.

      


      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, Stock Grant Award, 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)            "Change in Control" has the
meaning set forth in Section 10.2 of the Plan.


      
        
           


        

        
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      (e)           "Chief Executive Officer"
means the Chief Executive Officer of the Corporation.

      


      (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 two 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)           "Disability or Disabled," with
respect to a Participant, means that the Participant satisfies the requirements
to receive long-term disability benefits under the Corporation-sponsored group
long-term disability plan in which the Participant participates without regard
to any waiting periods, or that the Participant has been determined by the
Social Security Administration to be eligible to receive Social Security
disability benefits.  A Participant shall not be considered to be
Disabled unless the Participant furnishes proof of the Disability to the
Corporation in such form and manner as the Corporation may require.

      


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

      


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

      


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

      


      (o)            "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.


      
        
           


        

        
           
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      (p)            "162(m) Employee" means a
"covered employee" of the Corporation within the meaning of Section 162(m)(3),
or any subsequent authority or any individual whom the Committee in its judgment
determines is likely to be a "covered employee."

      


      (q)            "Operating Unit" means
either:  (i) the Corporation as a whole; (ii) an individual
Subsidiary, division, store, or other business unit of the Corporation; or (iii)
a grouping of business units that employs the individuals that have been
approved to participate in the Plan by the Board.

      


      (r)            "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."

      


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

      


      (t)            "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.  Notwithstanding the preceding sentence, in
the case of a 162(m) Employee, the Performance Measure shall be based
exclusively on one or more of the following corporate-wide or Subsidiary,
division, or Operating Unit financial measures:  (1) pre-tax profit or
after-tax gross profit, (2) operating income, (3) operating profit, (4) earnings
before interest, taxes, depreciation and amortization, (5) income before taxes,
(6) net income, (7) revenue, (8) cash flow, (9) return on invested capital, (10)
return on net assets, (11) pre-tax or after tax profit margin,  (12)
pre-tax or after-tax profit growth, (13) revenue growth, (14) stock price and
(15) economic profit.  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.

      


      Each goal described above may be
expressed on an absolute or relative basis, may be based on or otherwise employ
comparisons based on current internal targets, the past performance of the
Corporation (including the performance of one or more Subsidiaries, divisions,
or Operating Units) or the past or current performance of other companies, and
in the case of earnings-based measures, may use or employ comparisons relating
to capital (including, but limited to, the cost of capital), shareholders'
equity and/or shares outstanding, or to assets or net assets.


      
        
           


        

        
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      (u)           "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.

      


      (v)            "Plan" means the HNI
Corporation 2007 Stock-Based Compensation Plan, as set forth herein, and as may
be amended or restated from time to time.

      


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

      


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

      


      (y)            "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.

      


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

      


      (aa)          "Retirement Eligible
Date" means the date on which the Participant has either attained
age 65, or age 55 with ten years of
service with the Corporation or a Subsidiary.  The Chief Executive
Officer or, with respect to the Chief Executive Officer if the Chief Executive
Officer is a Participant, the Committee, in his, her or its discretion, may
waive or reduce the ten-year service requirement with respect to a
Participant.  Notwithstanding the preceding sentence, in the case of
an Award subject to Section 409A of the Code, any such waiver or reduction that
could affect the timing of payment of a Participant's Award shall occur no later
than the end of the calendar year preceding the year in which the Participant
performs the services for which the Award is granted.

      


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

      


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

      


      (dd)          "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.

      


      (ee)         "Subsidiary" means any
corporation, joint venture, partnership, limited liability company,
unincorporated association or other entity in which the Corporation has a direct
or indirect ownership or other equity interest and directly or indirectly owns
or controls 50 percent or more of the total combined voting or other
decision-making power.

      


       


      
        
           


        

        
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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 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 162(m) Employee or who, in the Committee's judgment, is likely to be a
162(m) 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.

       


      
        
           


        

        
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      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 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 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.

       

      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 5,000,000 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


      
        
           


        

        
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      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 Stock Grant Awards.  No more than 2,000,000 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
Stock Grant 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 Stock Grant 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 500,000 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 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).


      
        
           


        

        
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        (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, but in no
event shall the vesting period be less than three years from the date of
grant.  The Committee shall also determine 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, but in no event shall the vesting period be
less than three years from the date of grant.  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 subject to satisfaction of a Performance
Measure shall be one year from the date of grant.  The minimum vesting
period of such Awards subject solely to satisfaction of a performance period
shall be three years 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.

       


      
        
           


        

        
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      (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 shall 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 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).  Any Deferred
Share Unit Award that is subject to Code Section 409A shall satisfy the
requirements of Code Section 409A.  The minimum vesting period of such
Awards subject to satisfaction of a Performance Measure shall be one year from
the date of grant.  The minimum vesting period of such Awards subject
solely to satisfaction of a performance period shall be three years from the
date of grant.

       

      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, but in
no event shall the performance period be less than one year from the date of
grant.  Settlement or payment of a Performance Share Award shall be
made upon satisfaction of the specified Performance Measures during the
specified performance period.


      
        
           


        

        
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      7.4           Stock
Grant Awards.  The Committee may
grant Shares without restrictions thereon. Subject to the terms of the Plan,
Stock Grant 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 Stock Grant
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.  Notwithstanding the foregoing, with respect to Dividend
Equivalents on Performance Share Awards, such Dividend Equivalents shall only be
settled or paid when the underlying Performance Share Award is settled or paid
pursuant to Section 7.3.

      


      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.

      


      Notwithstanding
anything in the Plan to the contrary, in the case of a Participant who is a
162(m) Employee, a Performance Measure must be pre-established by the Committee,
must be objective, and must state, in terms of an objective formula or standard,
the method for computing the amount of compensation payable if the Performance
Measure is attained.  A Performance Measure is considered
"pre-established" for purposes of this paragraph if it is established in writing
by the Committee no later than 90 days after the commencement of a Performance
Period, provided that the outcome is substantially uncertain at the time the
Committee actually establishes the Performance Measure.  However, in
no event will a Performance Measure be considered to be pre-established if it is
established after 25 percent of a Performance Period has elapsed.  A
Performance Measure is considered "objective" if a third party having knowledge
of the relevant facts could determine whether the Performance Measure is
met.  A formula or standard is considered "objective" if a third party
having knowledge of the relevant performance results could calculate the amount
to be paid to the Participant.  No Award to a 162(m) Employee based on
the satisfaction of Performance Measures shall be paid unless and until the
Committee has certified that the Performance Measures for the Performance Period
have been satisfied.


      
        
           


        

        
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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 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 Participant's death or
Disability provided such Award had not then otherwise expired and the
Participant is employed by the Corporation on the date of death or
Disability.  In addition thereto, in the case of an Award of an Option
or Stock Appreciation Right, each such Award shall become fully exercisable and
vested upon the Participant's Retirement Eligible Date, provided such Award had
not then otherwise expired and the Participant is employed by the Corporation on
the Retirement Eligible Date.

       

      The Chief
Executive Officer shall have discretion to accelerate the vesting of any Award
not subject to Section 409A of the Code.  Notwithstanding the
preceding sentence, in the event the Chief Executive Officer is a Participant,
for any Award granted to the Chief Executive Officer not Subject to Section 409A
of the Code, only the Committee shall have discretion to accelerate the vesting
of any such Award.

       

      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


      
        
           


        

        
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      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 (other than on vesting of Restricted
Stock Units and Deferred Stock Units) 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.

      
        
           


        

        
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      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:

      



      
        
           


        

        
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        (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 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 Unit 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
anything in Section 10.1(b), 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 Corporation within the
meaning of Section 409(a)(2)(A)(iv) of the Code (applying the minimum standards
set forth in the accompanying Treasury Regulations for a change in control to
occur), then the amount


      
        
           


        

        
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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 Corporation, provided, that if the Participant is a "specified
employee," the payment date shall be the date that is six months after the date
of the Participant's separation from service with the Corporation; (ii) when
payment otherwise would have been made (absent Section 10.1(b)), provided the
payment is made at a  "time" or according to a "fixed schedule"
consistent with Treas. Reg. §1.409A-3(a)(4); or (iii) the Participant's
death.  For purposes hereof, "separation from service" shall mean the
Participant's separation from service with the Corporation and all of its
affiliates, within the meaning of Section 409A(a)(2)(A)(i) of the Code and the
regulations thereunder; and "specified employee" shall have the meaning set
forth in the HNI Corporation Executive Deferred Compensation Plan.

      


      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


      
        
           


        

        
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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
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.


      
        
           


        

        
           
16

          
            

          

        

        
           


        

      

      


      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.

      


      11.10           No
Fractional Shares.  No fractional
shares of Stock shall be issued or delivered pursuant to the
Plan.  Any fractional share otherwise payable under the Plan shall be
settled in the form of cash.

      


      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.


      
        
           


        

        
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      11.12           Nontransferability.  Except as set
forth in Section 8.6, no Award or other benefit payable at any time under the
Plan will be subject in any manner to alienation, sale, transfer, assignment,
pledge, levy, attachment, or encumbrance of any kind.


      11.13           No Other
Agreements.  The terms and
conditions set forth herein constitute the entire understanding of the
Corporation, the Subsidiaries and the Participants with respect to the matters
addressed herein.

       

      11.14           Incapacity.  In the event that
any Participant is unable to care for his or her affairs because of illness or
accident, any payment due may be paid to the Participant's spouse, parent,
brother, sister, adult child or other person deemed by the Corporation to have
incurred expenses for the care of the Participant, unless a duly qualified
guardian or other legal representative has been appointed.

       

      11.15           Release.  Any payment of
benefits to or for the benefit of a Participant that is made in good faith by
the Corporation in accordance with the Corporation's interpretation of its
obligations hereunder, shall be in full satisfaction of all claims against the
Corporation and all Subsidiaries for benefits under the Plan to the extent of
such payment.

       

      11.16           Notices.  Any notice
permitted or required under the Plan shall be in writing and shall be
hand-delivered or sent, postage prepaid, by first class mail, or by certified or
registered mail with return receipt requested, to the Committee, if to the
Corporation, or to the address last shown on the records of the Corporation, if
to a Participant.  Any such notice shall be effective as of the date
of hand-delivery or mailing.

       

      11.17           Successors.  All obligations
of the Corporation under the Plan shall be binding upon and inure to the benefit
of any successor to the Corporation, whether the existence of such successor is
the result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and or assets of the
Corporation.

       

      XII.           EFFECTIVE DATE AND TERM OF
PLAN

      


      The Plan
originally became effective on May 8, 2007, the date it was approved by the
shareholders of the Corporation at the Corporation's annual meeting of
shareholders.  Except as described below, the Plan, as amended and
restated herein, shall become effective on February 17, 2010.  The
terms of the Plan, as amended and restated herein, apply to Awards granted on or
after this date.  Notwithstanding the foregoing, certain changes made
to the Plan by this restatement are subject to, and dependent upon, shareholder
approval.  These changes are those made to the definition of
"Performance Measures," set forth in Article 2, Section (s) and to the Share
limits set forth in Section 5.4.  The changes to the definition of
"Performance Measures" shall not apply until the shareholders of the Corporation
approve these changes at their first annual meeting that occurs after February
17, 2010.  Prior to that date, or if the shareholders do not to
approve the changes, the terms of the Plan defining Performance Measures, as in
effect prior to February 17, 2010, shall continue to apply.  If the
shareholders of the Corporation do not approve the increase in the Share limits,
then the Share limits as in effect prior to February 17, 2010 shall continue to
apply.

      



      
        
           


        

        
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      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.



      
        
           


        

        
           


        

        
           


        

      



     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    19