ex10vii.htm


    
      

    

    
      EXHIBIT
10vii

      


      HNI Corporation 408 East Second Street,
Muscatine, Iowa 52761, Tel 563 272 7400, Fax  563 272 7217,
www.hnicorp.com

      


      
        
          
            
              
                
                  
                    
                      	  	
                              CONFIDENTIAL

                            	 


                    

                  

                

              

            

          

        

      

      


      [Date           ]

      


      «Title»
«First» «Last»

      «Title1»

      «Company»

      «Address_1»

      «City»,
«State»  «Zip_Code»

      


      
        	
                Re:

              	
                HNI
      Corporation 2007 Stock-Based Compensation Plan Stock Option Award
      Agreement

              


      

      


      Dear
«First»:

      


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

      


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

      


      The
option granted to you under this Agreement is a non-statutory stock
option.

      


      
        
          
            
              	
                      Overview
      of Your Stock Option

                    
	
                      1.

                    	 	
                      Number of Shares Granted under
      this Option:

                    
	
                      2.

                    	 	
                      Date of
      Grant:

                    
	
                      3.

                    	 	
                      Exercise
      Price:

                    
	
                      4.

                    	 	
                      Vesting of
      Options:  Subject to the terms of Section 8 below, 100%
      or any portion of the Shares covered by this option my be purchased on or
      after «Vesting_Date».

                    
	
                      5.

                    	 	
                      Method of Exercise and
      Payment:  Participant may exercise this option by
      completing the Form of Exercise of Stock Option, attached as Exhibit A, selecting the exercise method,
      and returning the form to the Corporation.

                    
	
                      6.

                    	 	
                      Expiration Date of
      Option:

                    


            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      «Date»

      Page
2

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              7.

                                            	 	
                                              Non-Transferability of
      Options:

                                               

                                            
	 	 	(a)	
                                              As
      explained in the next paragraph, during your lifetime the options shall be
      exercised only by you.  No assignment or transfer of options,
      whether voluntary or involuntary, by operation of law or otherwise, can be
      made except by will or the laws of descent and distribution or pursuant to
      beneficiary designation procedures approved by the
      Corporation.

                                               

                                            
	 
      	 	
                                              (b)

                                            	
                                              Notwithstanding
      the preceding paragraph, you may transfer your option rights to one or
      more family member (as such term in used in the Plan) or to one or more
      trusts established solely for the benefit of one or more family member or
      to one or more partnerships in which the only partners are family members;
      provided, however, that (i) no such transfer shall be effective unless you
      deliver reasonable prior notice thereof to the Corporation and such
      transfer is thereafter effected subject to the specific authorization of,
      and in accordance with any terms and conditions that shall have been made
      applicable thereto by, the Committee or the Board, (ii) any such
      transferee shall be subject to the same terms and conditions hereunder as
      you are and (iii) such transfer can not be made for
  value.

                                            
	
                                              8.

                                            	 	
                                              Termination of
      Employment:

                                               

                                            
	 
      	 	
                                              (a)

                                            	
                                              By Death or
      Disability:  Shares which are vested as of the date of
      death or disability (as such term is used in the Plan) may be purchased
      until the earlier of:  (i) the expiration date of this option;
      or (ii) the second anniversary of the date of death or
      disability.  Shares which are not vested as of the date of death
      or disability shall become immediately vested 100 percent, provided you
      are employed by the Corporation on the date of death or
      disability.

                                               

                                            
	 
      	 	
                                              (b)

                                            	
                                              By
      Retirement:  Shares which are vested as of the date of
      retirement at 65 or after age 55 with ten (10) years of service may be
      purchased until the earlier of:  (i) the expiration date of this
      option; or (ii) the third anniversary date of such
      retirement.  Shares which are not vested as of the date of
      retirement at age 65 or after age 55 with ten (10) years of service shall
      immediately become vested 100 percent.

                                               

                                            
	 
      	 	
                                              (c)

                                            	
                                              For other
      reasons:  Shares which are vested as of the date of
      termination of employment may be purchased until the earlier
      of:  (i) the expiration date of this option; or (ii) the end of
      the one hundred eightieth (180th)
      day following the date of termination of employment (except in the case of
      termination for cause, in which case, no additional exercise period shall
      be permitted beyond the date of termination).  Shares which are
      not vested as of the date of employment termination shall immediately
      terminate, and shall be forfeited to the Corporation.

                                            
	
                                              9.

                                            	 	Change in Control: In the event of a
      Change in Control, all Shares under this option shall become immediately
      vested 100 percent, and shall remain exercisable for their entire
      term.


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      


      Please
acknowledge your agreement to participate in the Plan and this Agreement, and to
abide by all of the governing terms and provisions, by signing below, and
returning the original signed Agreement to me.  Please make a copy of
this Agreement for your files.

      


      Refer any
questions you may have regarding your stock options or exercising stock options
to the Vice President, Member and Community Relations.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      «Date»

      Page
3

      


      Once
again, congratulations on the receipt of your stock option award.

      


      Sincerely,

      


      


      «First»
«Last»

      «Title1»

      Enc.

      


      


      HNI Corporation 2007
Stock-Based Compensation Plan

      


      Agreement
to Participate

      


      By
signing a copy of this Agreement and returning it to the Corporation, I
acknowledge that I have read this Agreement and the Plan, and that I fully
understand all of my rights thereunder, as well as all of the terms and
conditions which may limit my eligibility to exercise this option.

      


      


      
        
          
            
              	 
      	 
      	 
      
	 
      	 
      	 
      
	
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