r8kex101lttp.htm


     

    


    EXHIBIT
10.1                              



    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    HNI
CORPORATION

    LONG-TERM
PERFORMANCE PLAN

    


    


    


    


    


    


     

     

     

    
 

    


    


    


    As
Amended and Restated Effective February 17, 2010

    (subject
to shareholder approval for certain provisions)


    
      
         


      

      
         


        
          

        

      

      
         


      

    



    HNI
CORPORATION

    LONG-TERM PERFORMANCE PLAN

                               

    


    I.           AMENDMENT AND
RESTATEMENT

     

    1.1           Amendment
and Restatement.  HNI Corporation, an Iowa corporation (the
"Corporation"), established this HNI Corporation Long-Term Performance Plan (the
"Plan) effective February 14, 2000.  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 in its form and operation.  Certain changes made to the Plan
pursuant to this restatement are subject to shareholder approval, as described
in Section 1.3.

     

    1.2           Purpose.  The
purpose of the Plan is to promote the attainment of the Corporation's
performance goals by providing incentive compensation for certain designated key
executives and employees of the Corporation and its Subsidiaries.

     

    1.3           Application
of the Plan.   The terms of the Plan, as amended and
restated herein, apply to Performance Awards for Performance Periods beginning
on or after the Restatement 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," as described in Section 2.1(m) and to
the dollar limit set forth in Section 4.1 (from $3,000,000 to
$5,000,000).  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 the Restatement
Date.  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 the Restatement Date, shall continue to apply.  If the
shareholders of the Corporation do not approve the increase in the dollar limit,
then the $3,000,000 dollar limit shall continue to apply.

     

    II.           DEFINITIONS, GENDER AND
NUMBER

    


    2.1           Definitions.  Whenever
used in the Plan, the following terms shall have the meaning set forth below
and, when the defined meaning is intended, the term is capitalized:

     

    (a)             "Award" means an incentive
award granted under the Plan pursuant to Article 4.

    


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

    


    (c)             "Change in Control"
means:

    


    (i)           the
acquisition by any individual, entity or group (with the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 35% or more of

     


    
      
         


      

      
        1 


        
          

        

      

      
         


      

    


                                   
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 (i), the following acquisitions shall not constitute
a Change in Control:  (I) any acquisition directly from the
Corporation; (II) any acquisition by the Corporation; (III) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the
Corporation or any corporation controlled by the Corporation; or (IV) any
acquisition by any corporation pursuant to a transaction which complies with
clauses (A), (B) and (C) of subsection (iii) of this paragraph; or

     

    (ii)           individuals
who, as of the date hereof, constitute the Board (the "Incumbent Board") cease
during a 12-month period 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

    


    (iii)           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:  (A) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the 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
substantially the same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Corporation Voting Securities; (B) 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, 35% or more of 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 (C) 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


    
      
         


      

      
        2 


        
          

        

      

      
         


      

    


    at the
time of the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination, if such change in the members of the
Board was not indorsed by a majority of the members of the Incumbent
Board.

    


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

    


    (e)             "Chief Financial Officer"
means the Chief Financial 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 Securities Exchange Act of 1934; and (ii) an
"outside director" within the meaning of Section 162(m) of the
Code.

    


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

    


    (i)             "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.

    


    (j)             "Earned Performance Award"
means the Award, if any, payable to a Participant at the end of the Performance
Period.

    


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

    


    (l)             "Fiscal Year" means the
Corporation's fiscal year.

    


    (m)             "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.

    


    (n)             "Participant," for any
Performance Period, means a person who is designated by the Board to receive
benefits under the Plan for such Performance Period who is at 

      
        
           


        

        
          3 


          
            

          

        

        
           


        

      



    the time
an officer, executive, or other employee of the Corporation or any one or more
of its Subsidiaries, or who has agreed to commence serving in any such
capacity.

    


    (o)             "Performance Measure" "Performance Measure" means
performance goals or goals established for the Operating Unit, division or other
business unit of an Operating Unit, or any of them, for each Performance Period,
in each case as established pursuant to Section 5.  A Performance
Measure may take into account such criteria as the Board determines to be
appropriate.

    


    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.

    


    (p)           "Performance Period" means a
period of two or more consecutive Fiscal Years, as determined by the Board,
commencing on the first day of a Fiscal Year or other period as selected by the
Board.

    


    (q)           "Restatement Date" means
February 17, 2010.

    


    (r)           "Retirement" means the
Participant's termination of employment with the Corporation and its
Subsidiaries after the attainment of age 65, or age 55 with ten years of
service with the Corporation or a Subsidiary, provided, however, that the Chief
Executive Officer, in his or her discretion, may waive or reduce the ten-year
service requirement with respect to a Participant.  Notwithstanding
the preceding sentence, only the Committee has discretion to waive or reduce the
ten-year service requirement with respect to the Chief Executive
Officer.

    


    (s)           "Stock Plan" means the HNI
Corporation 2007 Stock-Based Compensation Plan.


    
      
         


      

      
        4 


        
          

        

      

      
         


      

    


    (t)           "Target Performance Award"
means the dollar Award established for a Participant if
the Performance Measure applicable to the Participant is achieved.

    


    (u)           "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.

    


    2.2           Gender
and Number.  Except as otherwise indicated by context,
masculine terminology used herein also includes the feminine and neuter, and
terms used in the singular may also include the plural.

    


    III.           ELIGIBILITY AND
PARTICIPATION

     

    3.1           Eligibility.  Except
as otherwise provided in this Section 3, an employee of the Corporation or one
of its Subsidiaries will become a Participant for a particular Performance
Period to the extent designated by the Board, or by the Chief Executive Officer
if the Board delegates such authority to the Chief Executive
Officer.

    


    3.2           Participation.  The
Corporation will:  (i) notify each eligible employee who has been
selected to participate in the Plan that he or she is a Participant under the
Plan for such Performance Period; and (ii) communicate in writing to each
Participant the Target Performance Award granted to the Participant pursuant to
Article 4 and the Performance Measure applicable to such Participant for such
Performance Period pursuant to Article 5.

    


    3.3           Participation
After Commencement of Performance Period.  An employee who
first becomes eligible to participate after the beginning of a particular
Performance Period will become a Participant for such Performance Period only in
accordance with this Section 3.2.  The Board, or the Chief Executive
Officer if the Board delegates such authority to the Chief Executive Officer,
may allow participation for a portion of such Performance Period for such
employee on such terms and conditions as the Board (or the Chief Executive
Officer) may determine.

    


    3.4           Missing
Persons.  Each Participant eligible to receive an Award shall
be obligated to keep the Corporation informed of his or her current address
until the Award has been paid to him or her.  If, after having made
reasonable efforts to do so, the Corporation is unable to locate the Participant
for purposes of making a distribution, the Award will be
forfeited.  If the missing Participant is located after the date of
the forfeiture, the Award will not be reinstated.

    


    IV.           AWARDS

     

    4.1           Earned
Performance Award.  Each eligible Participant may earn an
Earned Performance Award as hereinafter provided.  The performance of
the Operating Unit during a particular Performance Period will be measured using
the Performance Measure established for that Performance Period by the Board in
accordance with Section 5.  In the event such


    
      
         


      

      
        5 


        
          

        

      

      
         


      

    


    performance
for such Performance Period is below the minimum Performance Measure established
therefore, no Earned Performance Award will be paid to Participants in respect
thereof.  In no event shall an Earned Performance Award exceed
$5,000,000.

    


    4.2           Target
Performance Award. Each Participant shall be
assigned a Target Performance Award at the beginning of the Performance Period,
as determined by the Board.  The Target Performance Award will be
expressed as a percentage of the Participant's base pay at the time the Target
Performance Award is assigned.  The actual award payable to a
Participant at the end of the Performance Period will be determined by applying
the percentage achievement of the Performance Measure and multiplying that
result against the Target Performance Award to determine the Earned Performance
Award.

    


    4.3           Other
Awards.  In addition to Awards conditioned on satisfaction of
the Performance Measures described in Section 2(o), the Committee may from time
to time in its discretion grant Awards under the Plan conditioned on
satisfaction of other criteria, such as remaining employed by the Corporation on
a continuous basis through the end of a Performance Period.  With
respect to these Awards (and only with respect to these Awards), the term
"Performance Measure" shall include such criteria, notwithstanding anything in
Section 2(o) to the contrary.  Any such Award shall be governed by the
terms of the Plan (as modified herein) and any agreement provided to the
Participant in connection with the Award.

    


    V.           PERFORMANCE
MEASURES

     

               5.1           Performance
Measures.  The Board will approve for each Performance Period
the applicable Performance Measure.  Such Performance Measure may be
adjusted during a Performance Period to prevent dilution or enlargement of an
Award as a result of extraordinary events or circumstances as determined by the
Board or to exclude the effects of extraordinary, unusual or nonrecurring
events, changes in accounting principles, discontinued operations, acquisitions,
divestitures and material restructuring charges.

    


               5.2           162(m)
Employees.  Notwithstanding anything in the Plan to the
contrary, except for Awards granted pursuant to Section 4.3, 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 shall be paid unless and
until the Committee has certified that the Performance Measures for the Performance
Period have been satisfied.


    
      
         


      

      
        6 


        
          

        

      

      
         


      

    

    VI.           PAYMENT OF
AWARDS

    


    6.1           Time and
Form of Payment.  Subject to Sections 8 and 9, the value of the
Earned Performance Award with respect to a Performance Period will be paid on
the first day of the Corporation's March fiscal month following the end of the
Performance Period, provided the Participant is employed by the Operating Unit
as of the last day of such Performance Period.  Payment of the Earned
Performance Award shall be made in the form of cash or shares of Incentive Stock
granted by the Board under the Stock Plan, as determined by the Board in its
discretion.   The number of shares of Incentive Stock to be paid
shall be determined by dividing the cash amount of the Award (or, portion
thereof) by the Fair Market Value (as determined pursuant to the Stock Plan) of
a share of the Corporation's common stock on the date the Award is
paid.

    


    The Board
may reduce the amount of, or completely eliminate, an Earned Performance Award
otherwise payable to a Participant for a Performance Period if the Board
determines that due to the Participant's performance or behavior during or
immediately following such Performance Period the Participant should not be
entitled to the Earned Performance Award.

    


    6.2           Special
Rules for Chief Executive Officer and Chief Financial
Officer.  All Earned Performance Awards payable to the Chief
Executive Officer and Chief Financial Officer under the Plan are subject to
forfeiture as provided in Section 304 of the Sarbanes-Oxley Act of 2002, and the
implementing rules and regulations.

    


    VII.           TERMINATION OF
EMPLOYMENT

     

    7.1           Termination
Due to Death, Disability or Retirement.  If a Participant
terminates employment with the Corporation and its Subsidiaries due to death,
Disability or Retirement occurring before the last day of a Performance Period,
the Participant's Earned Performance Award, if any, will be paid on the first
day the Corporation's March fiscal month following the end of the Performance
Period, and the value of such Award shall be equal to the product
of:  (i) the Earned Performance Award the Participant would have
received had the Participant remained employed through the end of the
Performance Period; multiplied by (ii) a fraction, the numerator of which is the
number of months in the Performance Period that occurred prior to such
termination of employment, and the denominator of which is the total number of
months in such Performance Period.  For these purposes, a Participant
will be credited with a month during a Performance Period only if he or she is
employed for at least 15 days during the month.

    


    7.2           Termination
Other than Due to Death, Disability or Retirement.  Except as
provided in Section 8, if a Participant's employment with the Corporation and
its Subsidiaries terminates for any reason other than death, Disability or
Retirement before the last day of a Performance Period, the Participant will not
be entitled to any payment or Award under the Plan unless otherwise determined
by the Board.


    
      
         


      

      
        7 


        
          

        

      

      
         


      

    

    VIII.           CHANGE IN
CONTROL

     

    In
connection with a Change in Control, the value of each Target Performance Award
shall be determined by the Board prior to the effective date of the Change in
Control, and each Participant's Target Performance Award will become payable
without proration within 30 days after such date.

    


    IX.           SALE OF OPERATING
UNIT

     

    9.1           Sale of
Subsidiary.  Except as provided in Article 8, in the event of a
Change in Control of a Subsidiary (determined by applying the "Change in
Control" definition set forth in Section 2.1(c) substituting the Subsidiary for
the Corporation) with respect to each Participant employed by such Subsidiary on
the date of the Change in Control, the value of each Award shall be determined
as of the date of the Change in Control by the Board based on the percentage of
the Performance Measure completed as of the date of the Change in Control, the
number of months of the Performance Period completed at the date of the Change
in Control, the actual purchase price of the Subsidiary and such other factors
as the Board deems relevant in light of the circumstances of the
sale.  Payments pursuant to this Section 9 shall be made 60 days after
the date of the Change in Control.  For these purposes, a month will
be considered to have been completed at the time of the Change in Control only
if the Change in Control occurs later than the 14th day
of the month.

    


    9.2           Sale of
Other Operating Unit.  Except as provided in Article 8, in the
event of the sale of all or substantially all of the assets of an Operating Unit
that is not a Subsidiary, with respect to each Participant employed by such
Operating Unit on the date of the sale and who has a "separation from service"
with the Corporation due to such sale, the value of each Award shall be
determined as of the date of the sale by the Board based on the percentage of
the Performance Measure completed as of the date of the sale, the number of
months of the Performance Period completed at the date of the sale, the actual
purchase price of the Operating Unit and such other factors as the Board deems
relevant in light of the circumstances of the sale.  Payments pursuant
to this Section 9.2 shall be made 60 days after the date of the separation from
service, except if the Participant is a specified employee, in which case
distribution will be made on the date immediately following the six-month
anniversary of the separation from service.  For these purposes, a
month will be considered to have been completed at the time of the sale only if
the sale occurs later than the 14th day
of the month; "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.

    


    X.           TRANSFERS AND CHANGE IN
RESPONSIBILITIES

     

    If a
Participant's responsibilities materially change or the Participant is
transferred during a Performance Period to another Operating Unit or to a
position that is not designated or eligible to participate in the Plan, the
Corporation may, as determined by the Board,
either:  (a) continue


    
      
         


      

      
        8 


        
          

        

      

      
         


      

    


    the
Participant's participation in the Plan and establish a new Target Performance
Award and Performance Measure for the Participant with respect to his or her new
position; or (b) terminate the Participant's participation in the Plan and,
as of the date of such change or transfer, prorate the Participant's Target
Performance Award on the basis of the ratio of the number of months of the
Participant's participation during the Performance Period to which such Target
Performance Award relates to the aggregate number of months in such Performance
Period.  For these purposes, a Participant will be considered to have
participated for a month during a Performance Period only if he or she
participated for at least 15 days during the month.  If the
Participant's participation in the Plan is not terminated pursuant to (b),
above, then the Participant's Earned Performance Award will be prorated on the
basis of the number of months of service by the Participant at each Operating
Unit during the Performance Period.  For these purposes, a Participant
will be credited with a month of service at an Operating Unit only if he or she
was employed by the Operating Unit for at least 15 days during the
month.   Notwithstanding any provision of the Plan to the
contrary, no such change or transfer shall change the time or form of payment of
the Earned Performance Award.

    


    XI.           ADMINISTRATION

     

               11.1           Administration.  The
Plan shall be administered by the Board.  In addition to the other
powers granted under the Plan, the Board shall have all powers necessary to
administer the Plan, including, without limitation, powers:

    


    (a)           to
interpret the provisions of the Plan; and

    


    (b)           to
establish rules for the administration of the Plan and to prescribe any forms
required to administer the Plan.

    


    11.2           Actions
of the Board.  The Board has total and complete discretionary
authority to determine conclusively for all parties all questions arising in the
administration of the Plan, to interpret and construe the terms of the Plan, and
to determine all questions of eligibility and status of employees and
Participants under the Plan and their interests. All determinations,
interpretations, rules and decisions of the Board including those made or
established by any person or entity to whom the Board has delegated duties,
responsibilities or authority (if made or established pursuant to such
delegation), are conclusive and binding upon all persons having or claiming to
have any interest or right under the Plan.

     

    11.3           Delegation.  The
Board or any officer or other employee of the Corporation designated by the
Board, shall have the power to delegate specific duties and responsibilities to
officers or other employees of the Corporation or other individuals or
entities.  Any delegation may be rescinded by the Board at any
time.  Each person or entity to whom a duty or responsibility has been
delegated shall be responsible for the exercise of such duty or responsibility
and shall not be responsible for any act or failure to act of any other person
or entity.

    


    11.4           Expenses.  Each
Operating Unit shall reimburse the Corporation for the amount of the Award that
is awarded and paid to Participants for services to such Operating Unit, as
determined
by the Board.

     


    
      
         


      

      
        9 


        
          

        

      

      
         


      

    

    11.5           Indemnification
and Exculpation.  The agents, officers, directors, and
employees of the Corporation and its Subsidiaries  shall be
indemnified and held harmless by the Corporation against and from any and all
loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by them in connection with or resulting from any claim, action, suit,
or proceeding to which they may be a party or in which they may be involved by
reason of any action taken or failure to act under the Plan and against and from
any and all amounts paid by them in settlement (with the Corporation's written
approval) or paid by them in satisfaction of a judgment in any such action, suit
or proceeding.  The foregoing provision shall not be applicable to any
person if the loss, cost, liability, or expense is due to such person's gross
negligence or willful misconduct.

     

    11.6           Powers of
Committee.  The Board may delegate all or any part of its power
and authority under the Plan to the Committee.  Notwithstanding
anything in the Plan to the contrary, however, except for Awards granted
pursuant to Section 4.3, in the case of any 162(m) Employee, the Committee shall
have sole and exclusive authority to:  (a) establish the Performance
Measures for such employee; (b) determine and certify the achievement of the
Performance Measures for such employee, and (iii) make any other discretionary
decision affecting such employee.  Except for Awards granted pursuant
to Section 4.3, the administration of all aspects of the Plan applicable to
Awards to 162(m) Employees is intended to comply with the exception under
Section 162(m) of Code, as amended, for qualified performance-based compensation
and shall be construed, applied and administered accordingly.

     

    XII.           AMENDMENT AND
TERMINATION

    


    The Plan
may be amended or terminated from time to time by the Board.   In
the event the Plan is terminated before the last day of a Performance Period,
the Earned Performance Award otherwise payable for such Performance Period will
be prorated on the basis of the ratio of the number of months in such
Performance Period prior to such termination to the aggregate number of months
in such Performance Period and will be paid only after the end of such
Performance Period, which will be deemed to continue until the expiration
thereof as if the Plan had not been terminated.  For these purposes, a
month will be considered to have been completed at the time of the amendment or
termination only if the amendment or termination is effective later than the
14th day
of the month.

    


    The Plan will be terminated in the
event the shareholders of the Corporation approve a complete liquidation or
dissolution of the Corporation that will be taxed under Section 331 of the
Code.  In such case, the value of each Target Performance Award shall
be determined by the Board prior to the effective date of the dissolution, and
each Participant's Target Performance Award will become payable upon such
dissolution.

     

    XIII.           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 


    
      
         


      

      
        10 


        
          

        

      

      
         


      

    


    other
taxes that are required to be withheld or collected by the Corporation or
Subsidiary upon the payment of an Award.  The Corporation may withhold
shares of Incentive Stock paid pursuant to Article 6 having a Fair Market Value
equal to the amount necessary to satisfy the Corporation's or Subsidiary's
minimum statutory withholding requirements upon the payment of an Award from
Incentive Stock that otherwise would have been delivered to a
Participant.  The Corporation may, subject to any terms and conditions
that the Board or Committee may adopt, permit a Participant to elect to pay all
or a portion of the minimum statutory income withholding taxes
by:  (a) having the Corporation withhold shares of Incentive Stock
otherwise to be delivered upon the payment of an Award with a Fair Market Value
equal to the amount of such taxes, or (b) paying cash.  Any such
election must be made on or before the date that the amount of tax to be
withheld is determined.  For purposes hereof, "Fair Market Value"
shall have the same meaning as in the Stock Plan.

     

    XIV.           MISCELLANEOUS

     

    14.1           No Rights
to Awards.  No 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 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.

     

    14.2           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 granted pursuant to an Award hereunder unless and until
such person becomes a stockholder of record with respect to such shares or
equity security.

     

    14.3           Governing
Law.  The Plan, each Award hereunder, 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.  Notwithstanding anything in the Plan
to the contrary, the Plan is intended to comply with, or to fit within an
exception under, Sections 409A of the Code and the regulations and other
guidance of general applicability thereunder, and shall at all times be
interpreted in accordance with such intent.  Any provision of the Plan
to the contrary herein is without effect.

     

    14.4           No Limit
on Compensation Plans or Arrangements.  Nothing contained in
the Plan shall prevent the Corporation of a Subsidiary from adopting or
continuing in effect other or additional compensation plans or
arrangements.

     

    14.5           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, unless otherwise expressly provided in the
Plan.

     


    
      
         


      

      
        11 


        
          

        

      

      
         


      

    


    14.6           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 Board, 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 Board,
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.

     

    14.7           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.

    


    14.8           Securities
Matters.  The Corporation shall not be required to deliver any
Incentive Stock 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.

     

    14.9           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.

     

    14.10           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.

    


    14.11           Nontransferability.  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.

    


    14.12           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.

     

    14.13           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.

     

    14.14           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.

     


    
      
         


      

      
        12 


        
          

        

      

      
         


      

    

    14.15           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.

     

    14.16           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.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        13