EXHIBIT
10.10





FIRST
2009 AMENDMENT TO


LA-Z-BOY
INCORPORATED


2004
LONG-TERM EQUITY AWARD PLAN





La-Z-Boy
Incorporated (the “Company”) adopts this First 2009 Amendment to the La-Z-Boy
Incorporated 2004 Long-Term Equity Award Plan (the “Plan”).





WITNESSETH:





WHEREAS the Company previously
established the Plan for the benefit of certain of its eligible employees;
and





WHEREAS pursuant to Article X,
Section 10.2 of the Plan, the Company reserved the right to amend the Plan
subject to the conditions provided therein; and




WHEREAS the Company believes
it advisable and in the Company’s best interests to make certain changesto the
Plan;




NOW, THEREFORE, the Plan is
amended as follows:





1.           
The following is added as section 3.7:





3.7.  Allocation of
Awards.  Notwithstanding anything herein to the contrary, the
Administrator may, in its sole discretion, provide for an aggregate total of
grants of Awards to Employees who are Executive Management Employees, Senior
Management Employees, or Key Management Employees, such grants to be allocated
among Employees within each group by the Company’s Chief Executive Officer in
the Chief Executive Officer’s sole discretion, which discretion shall include
the ability to issue no Award to one or more Employees within a
group.  The Administrator may make such provision as to one or more of
the specified Employee groups, designating aggregate grants either for each
group or for multiple groups combined.





2.           
The existing section 10.7 is deleted and replaced with the
following:





10.7. Right of
Recapture.  If (a) at any time within one year after the date
on which an Employee exercises an Option, or on which Restricted Stock vests or
on which Common Stock was issued to an Employee pursuant to a Performance Award
(each of which events shall be a “realization event”), the Committee should
determine in its discretion that the Company has been materially harmed by the
Employee, whether such harm (i) results in the Employee’s termination or deemed
termination of employment for cause or (ii) results from any activity of the
Employee determined by the Committee to be in competition with any activity of
the Company, or otherwise inimical, contrary or harmful to the interests of the
Company (including, but not limited to, accepting employment with or serving as
a consultant, adviser or in any other capacity to an entity that is in
competition with or acting against the interests of the Company), or (b) an
Employee engages in intentional misconduct that results in a material inaccuracy
in the Company’s financial statements or the performance metrics on which a
realization event is based such that the Employee receives, at any time
regardless of whether it is within one year of such misconduct, greater value
from a realization event than would have been received if such realization event
had been calculated based on accurate financial statements or performance
metrics, then any gain realized by the Employee from the realization event shall
be paid by the Employee to the Company upon notice from the Company. Such gain
shall be determined as of the date of the realization event, without regard to
any subsequent change in the Fair Market Value of a share of Company
Stock.  The Company shall have the right, to the maximum extent
permitted by law, to offset such gain against any amounts otherwise owed to the
Employee by the Company (whether as wages, vacation pay, or pursuant to any
benefit plan or other compensatory arrangement).





The above amendment shall be effective
June 11, 2009.




Except as
specifically amended by this Amendment, the provisions of the Plan are
reaffirmed and shall remain in full force and effect.







IN WITNESS WHEREOF, the
undersigned has signed this Amendment to evidence adoption of this Amendment on
the 15th day of June, 2009.








LA-Z-BOY
INCORPORATED








By   ______________________________





Its    _____________________________