r8kexh101.htm


    EXHIBIT
      10.1

    
 

    HNI
      CORPORATION

    AMENDED
      AND RESTATED INDEMNITY AGREEMENT

     

    This
      Amended and Restated Indemnity Agreement, effective as of ________________
      (this
      "Agreement"), between HNI Corporation, an Iowa corporation ("Corporation"),
      and
      _______________ ("Indemnitee").

     

    WITNESSETH:

     

    WHEREAS,
      the Corporation entered into an Indemnity Agreement, dated as of __________
      (the
      "Original Agreement"), with Indemnitee, and the Corporation and Indemnitee
      desire to amend and restate the Original Agreement in its entirety;

     

    WHEREAS,
      Indemnitee is a director or an officer of the Corporation and, as such, is
      or
      will be performing valuable services for or on behalf of the Corporation;
      and

     

    WHEREAS,
      Indemnitee is willing to continue to perform such services, and may from time
      to
      time perform additional services, for or on behalf of the Corporation on the
      condition that Indemnitee is indemnified as provided in this Agreement;
      and

     

    WHEREAS,
      it is intended that Indemnitee shall be paid promptly by the Corporation all
      amounts necessary to fully effectuate the indemnity provided in this Agreement;
      and

     

    WHEREAS,
      all capitalized terms used in this Agreement are used herein as defined in
      Section 15 hereof;

     

    WHEREAS,
      the terms of this Agreement are intended by the parties to be the final
      expression of their agreement with respect to indemnification and shall
      supercede and may not be contradicted by evidence of any prior or
      contemporaneous agreement, including, without limitation, the Original
      Agreement;

     

    NOW
      THEREFORE, in order to induce Indemnitee to serve or continue to serve the
      Corporation as a director or an officer and in consideration of the mutual
      promises set forth herein and other good and valuable consideration, the receipt
      and sufficiency of which is hereby acknowledged, the Corporation and the
      Indemnitee hereby agree to amend and restate the Original Agreement as
      follows:

     

    1.           Services
      by Indemnitee.  Indemnitee agrees to serve as a director or
      an officer of the Corporation for so long as Indemnitee is duly appointed or
      elected and qualified in accordance with the applicable provisions of the
      Articles of Incorporation, as amended ("Articles of Incorporation"), and
      By-laws, as amended ("By-laws"), of the Corporation or until such time as
      Indemnitee resigns or otherwise ceases to be a director or an
      officer.  Indemnitee may from time to time also perform other services
      at the request or for the convenience of the Corporation.  Following
      the termination of Indemnitee's service as a director or an officer of the
      Corporation by reason of resignation or otherwise, the Corporation shall
      continue to be obligated to indemnify Indemnitee under this Agreement for acts
      occurring while Indemnitee was serving as a director or an officer of the
      Corporation, whether such acts occurred prior to or after the date hereof.  Nothing
      in this Agreement shall confer upon the Indemnitee the right to continue in
      the
      employ of the Corporation or affect the right of the Corporation to terminate
      the Indemnitee's employment at any time in the sole discretion of the
      Corporation with or without cause.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.           Indemnification.  Subject
      to the limitations set forth in this Section 2 and in Section 6 of this
      Agreement, the Corporation hereby agrees to indemnify Indemnitee to the fullest
      extent permitted by applicable law and the Articles of Incorporation and the
      By-laws, as the same may be amended from time to time, from and against any
      and
      all Expenses and Liabilities in the event Indemnitee was, is or becomes a party
      to or witness or other participant in, or is threatened to be made a party
      to or
      witness or other participant in, or otherwise with respect to any Proceeding
      relating to or arising out of Indemnitee's being or having been, at any time
      prior to or after the date hereof, a director or an officer of the Corporation
      or as to action taken in another capacity by or on behalf of the Corporation
      while serving as such director or officer.  The right to
      indemnification conferred in this Agreement shall be presumed to have been
      relied upon by Indemnitee in Indemnitee's agreeing to serve, or serving, or
      continuing to serve, or having served, as a director or an officer of the
      Corporation and shall be enforceable as a contract right.  Without in
      any way limiting the scope of the indemnification otherwise provided by this
      Section 2, if and whenever Indemnitee is or was a party or is threatened to
      be
      made a party to any Proceeding (including without limitation any Proceeding
      brought by or in the right of the Corporation) because Indemnitee is or was,
      at
      any time prior to or after the date hereof, a director or an officer of the
      Corporation or because of any act or omission by Indemnitee in any such capacity
      by or on behalf of the Corporation, the Corporation shall indemnify Indemnitee
      to the fullest extent permitted by applicable law against all Expenses and
      Liabilities actually and reasonably incurred by or on behalf of Indemnitee
      in
      connection with the investigation, defense, settlement or appeal of the
      Proceeding.  In addition to the foregoing, the rights of Indemnitee to
      indemnification provided in this Agreement shall include those rights set forth
      in Sections 3 and 8 hereof.  Notwithstanding anything in this
      Agreement to the contrary and prior to a Change in Control, Indemnitee shall
      not
      be entitled to indemnification pursuant to this Agreement in connection with
      any
      claim initiated by Indemnitee against the Corporation or any director or officer
      of the Corporation unless the Corporation has joined in or consented to the
      initiation of such claim; provided, however, that the Corporation shall
      indemnify Indemnitee against any and all Expenses and, if requested by
      Indemnitee in writing, shall advance, in accordance with the terms of this
      Agreement, such Expenses to Indemnitee, which are incurred by Indemnitee in
      connection with any claim asserted against or action brought by Indemnitee
      for
      (i) indemnification or advance payment of Expenses by the Corporation under
      this
      Agreement or any other agreement, by-law or articles of incorporation now or
      hereafter in effect and/or (ii) recovery under any directors' and officers'
      liability insurance policies maintained by the Corporation, regardless of
      whether Indemnitee ultimately is determined to be entitled to such
      indemnification, advance payment or insurance recovery, as the case may
      be.

     

    3.           Advancement
      of Expenses; Establishment of Trust; Letter of Credit.

     

    a.           Advancement
      of Expenses.  All reasonable Expenses incurred by or on
      behalf of Indemnitee shall be advanced to Indemnitee from time to time by the
      Corporation to the fullest extent permitted by applicable law within 20 days
      after the receipt by the Corporation of a written request for the advancement
      of
      any such Expenses, whether before or after final disposition of a 

     


    
      
        
        

      

      
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    Proceeding
      (except to the extent that there has been a Final Adverse Determination that
      Indemnitee is not entitled to be indemnified for any such Expenses), including
      without limitation any Proceeding brought by or in the right of the
      Corporation.  The written request for an advancement of Expenses under
      this Section 3(a) shall contain reasonable details of the Expenses incurred
      by
      or on behalf of Indemnitee for which advancement is thereby
      requested.  By executing such a request, Indemnitee shall be deemed to
      have made such written affirmation of Indemnitee's good faith belief that
      Indemnitee has met the standard of conduct required by law to be met to entitle
      Indemnitee to such advancement of Expenses (including, without limiting the
      generality of the foregoing, Indemnitee's written affirmation of Indemnitee's
      good faith belief that Indemnitee has met the relevant standard of conduct
      described in Section 490.851 of the Iowa Business Corporation Act (the "IBCA")
      or that the Proceeding involved conduct for which Liability has been eliminated
      under a provision of the Articles of Incorporation as authorized by Section
      490.202, subsection 2, part d of the IBCA).  Advancement of Expenses
      by the Corporation in connection with any Proceeding shall be made only upon
      delivery to the Corporation of a written undertaking to repay any funds advanced
      if the Indemnitee is not entitled to mandatory indemnification under Section
      490.852 of the IBCA and it is ultimately determined that the Indemnitee has
      not
      met the relevant standard of conduct required for indemnification under the
      IBCA.  Such undertaking must be an unlimited general obligation of
      Indemnitee that need not be secured and may be accepted without reference to
      financial ability to make repayment; provided, however, that under no
      circumstances shall Indemnitee be deemed to have undertaken to repay to the
      Corporation Expenses for which Indemnitee has the right to be indemnified under
      this Agreement or otherwise.

     

    b.           Establishment
      of Trust.  Upon receipt of a written request from
      Indemnitee for advancement of Expenses or indemnification pursuant to this
      Agreement, the Corporation shall create a grantor trust (the "Trust"), the
      trustee of which shall be chosen by Indemnitee.  Upon receipt of any
      such written request from Indemnitee, the Corporation shall from time to time
      fund the Trust in amounts sufficient to satisfy any and all Expenses and
      Liabilities that are reasonably anticipated at the time of such request and
      for
      which the Corporation may indemnify Indemnitee under this
      Agreement.  The amount or amounts to be deposited in the Trust
      pursuant to this funding obligation shall be determined by mutual agreement
      of
      Indemnitee and the Corporation or, if Indemnitee and the Corporation are unable
      to reach such agreement, by Independent Legal Counsel selected by Indemnitee
      and
      shall be used exclusively for the uses and purposes set forth in the
      Trust.  The terms of the Trust shall provide that:

     

    (1)           the
      Trust shall not be revoked or the principal thereof invaded without the consent
      of Indemnitee and the Corporation;

     

    (2)           Indemnitee
      shall not have any preferred claim to, or any beneficial ownership in, any
      assets of the Trust prior to the time that such assets are paid to Indemnitee
      as
      provided in the Trust;

     

    (3)           within
      ten days of a request by Indemnitee, the trustee of the Trust shall advance
      to
      Indemnitee amounts sufficient to satisfy any and all Expenses, provided that
      Indemnitee shall have executed and delivered to the Corporation the written
      affirmation and the written undertaking required by Section 3(a) of this
      Agreement;

     


    
      
        
        

      

      
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    (4)           the
      Trust shall continue to be funded by the Corporation in accordance with the
      funding obligations set forth in this Section 3(b);

     

    (5)           the
      trustee of the Trust shall promptly pay to Indemnitee any amounts to which
      Indemnitee shall be entitled pursuant to this Agreement; and

     

    (6)           all
      unexpended funds in the Trust shall revert to the Corporation on a final
      determination either by Independent Legal Counsel selected by Indemnitee or
      by a
      court of competent jurisdiction that Indemnitee has been fully indemnified
      with
      respect to the Proceeding giving rise to the establishment of the Trust under
      the terms of this Agreement.

     

    c.           Letter
      of Credit. In order to secure the
      obligations of the Corporation to indemnify and advance Expenses to Indemnitee
      pursuant to this Agreement, the Corporation shall obtain at its expense at
      the
      time of any Change in Control an irrevocable standby letter of credit naming
      Indemnitee as the sole beneficiary ("Letter of Credit").  The Letter
      of Credit shall be in an appropriate amount not less than $1,000,000, shall
      be
      issued by a financial institution having assets in excess of $100,000,000 and
      shall contain terms and conditions reasonably acceptable to
      Indemnitee.  The Letter of Credit shall provide that Indemnitee may
      from time to time draw certain amounts thereunder, upon written certification
      by
      Indemnitee to the issuer of the Letter of Credit that Indemnitee has made
      written request to the Corporation for an amount not less than the amount
      Indemnitee is drawing under the Letter of Credit, that the Corporation has
      failed or refused to provide Indemnitee with such amount in full within 20
      days
      after receipt of such request, and that Indemnitee believes that Indemnitee
      is
      entitled under the terms of this Agreement to the amount that Indemnitee is
      drawing under the Letter of Credit.  The issuance of the Letter of
      Credit shall not in any way diminish the obligation of the Corporation to
      indemnify Indemnitee against Expenses and Liabilities to the full extent
      required by this Agreement or otherwise.  Once the Corporation has
      obtained the Letter of Credit, the Corporation shall at its expense maintain
      and
      renew the Letter of Credit or a substitute letter of credit meeting the criteria
      of this Section 3(c) during the term of this Agreement, so that the Letter
      of
      Credit shall have an initial term of five years, shall be renewed for successive
      five-year terms, and shall always have at least one year of its term remaining
      after the termination of this Agreement.

     

    4.           Presumptions
      and Effect of Certain Proceedings.

     

    a.           Upon
      making a request for indemnification, Indemnitee shall be presumed to be
      entitled to indemnification under this Agreement and the Corporation shall
      have
      the burden of proof to overcome such presumption in reaching any contrary
      determination.  The partial or complete disposition of any Proceeding
      by judgment, order, settlement, arbitration award, conviction, dismissal, or
      acceptance of a plea of nolo contendere or its equivalent, shall not affect
      such
      presumption and, except as may be provided in Section 6 of this Agreement,
      shall
      not be determinative that the Indemnitee failed to meet any requisite standard
      of conduct and shall not establish a presumption with regard to any other
      factual matter relevant to determining the right of Indemnitee to
      indemnification under this Agreement or otherwise.

     

    b.           If
      the person or persons empowered to make a determination pursuant to Section
      5 of
      this Agreement shall have failed to make the requested determination within
      30
      days after any judgment, order, settlement, arbitration award, conviction,
      

      
        
          
          

        

        
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    dismissal,
      acceptance of a plea of nolo contendere or its equivalent, or other partial
      or
      complete disposition of any Proceeding or any other event that could enable
      the
      Corporation to determine the right of Indemnitee to be indemnified under this
      Agreement or otherwise, the requisite determination that Indemnitee has the
      right to such indemnification shall be deemed to have been made, provided that
      such thirty-day period may be extended for a reasonable time (not to exceed
      an
      additional 30 days), if the person or persons so empowered to make such a
      determination in good faith require such additional time to obtain or evaluate
      documentation or information relating thereto, and provided further that the
      foregoing provisions of this Section 4(b) shall not apply if the determination
      of entitlement to indemnification is to be made by the shareholders of the
      Corporation pursuant to Section 5(b) of this Agreement and (i) within 15 days
      after receipt by the Corporation of the request for such determination, the
      Board of Directors resolves to submit such determination to the shareholders
      for
      their consideration at an annual meeting to be held within 75 days after such
      receipt, and such determination is made thereat, or (ii) a special meeting
      of
      shareholders is called within 15 days after such receipt for the purpose of
      making such determination and is held for such purpose within 60 days after
      having been so called, and such determination is made thereat.

     

    5.           Procedure
      for Determination of Right of Indemnitee to be
      Indemnified.

     

    a.           Whenever
      Indemnitee believes that Indemnitee has a right to indemnification pursuant
      to
      this Agreement, Indemnitee shall submit a written request for indemnification
      to
      the Corporation.  Any request for indemnification shall include
      sufficient documentation or information reasonably available to Indemnitee
      for
      the determination of the right of Indemnitee to be indemnified pursuant to
      this
      Agreement.  In any event, Indemnitee shall submit such request for
      indemnification within a reasonable time, which shall not exceed five years
      after any judgment, order, settlement, arbitration award, conviction, dismissal,
      acceptance of a plea of nolo contendere or its equivalent, or other final
      disposition of any Proceeding.  Upon receipt of any such request for
      indemnification, the General Counsel or other appropriate officer of the
      Corporation shall promptly advise the Board of Directors in writing that
      Indemnitee has made such request.  Determination that indemnification
      of the Indemnitee is permissible because the Indemnitee has met the relevant
      standard of conduct required by the IBCA shall be made not later than 30 days
      after the receipt by the Corporation of such written request for
      indemnification; provided, however, that any request for indemnification for
      Liabilities (other than amounts paid in settlement) with respect to a particular
      Proceeding shall be made only after a determination thereof has been made in
      that particular Proceeding.  If it is so determined that that
      indemnification of the Indemnitee is permissible because the Indemnitee has
      met
      the relevant standard of conduct required by the IBCA, payment to Indemnitee
      shall be made within 10 days after such determination.

     

    b.           The
      Corporation shall be entitled to select the forum in which the right of
      Indemnitee to indemnification will be heard; provided, however, if such forum
      is
      selected after a Change in Control of the Corporation, Independent Legal Counsel
      shall determine whether Indemnitee has the right to
      indemnification.  The forum shall be any one of the
      following:

     


    
      
        
        

      

      
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      (1)           the
      shareholders of the Corporation, but shares owned by or voted under the control
      of an Indemnitee or other party to the Proceeding who at the time does not
      qualify as a Disinterested Director shall not be voted on the
      determination

     

    (2)           if
      there are two or more Disinterested Directors, by the Board of Directors by
      a
      majority vote of all the Disinterested Directors, a majority of whom shall
      for
      such purpose constitute a quorum, or by a majority of the members of a committee
      of two or more Disinterested Directors appointed by such a vote; or

     

    (3)           Independent
      Legal Counsel, who shall make the determination in a written
      opinion.

     

    6.           Specific
      Limitations on Indemnification.  Notwithstanding anything in
      this Agreement to the contrary, the Corporation shall not be obligated under
      this Agreement to make any payment to Indemnitee for indemnification with
      respect to any Proceeding:

     

    a.           to
      the extent that payment is actually made to Indemnitee under any insurance
      policy, or is made to Indemnitee by the Corporation or an affiliate of the
      Corporation otherwise than pursuant to this Agreement; provided, however,
      notwithstanding the availability of any such insurance, Indemnitee also may
      claim indemnification from the Corporation pursuant to this Agreement by
      assigning to the Corporation any claims under any such insurance to the extent
      Indemnitee is paid by the Corporation;

     

    b.           if
      a court in such Proceeding has entered a judgment or other adjudication that
      is
      final and has become nonappealable and establishes that the claim of Indemnitee
      for indemnification arose from (1) a breach by Indemnitee of Indemnitee's
      duty of loyalty to the Corporation or its shareholders, (2) acts or
      omissions of Indemnitee that were not in good faith or involved intentional
      misconduct or knowing violations of the law, (3) a transaction in which
      Indemnitee derived an improper personal benefit, or (4) liability of
      Indemnitee to the Corporation pursuant to Section 490.833 of the Iowa Business
      Corporation Act (or any successor provision thereto);

     

    c.           prior
      to the occurrence of a Change in Control, for Liabilities in connection with
      any
      Proceeding settled without the consent of the Corporation, which shall not
      be
      unreasonably withheld; or

     

    d.           for
      an accounting of profits made from the purchase or sale by Indemnitee of
      securities of the Corporation within the meaning of Section 16(b) of the
      Securities Exchange Act of 1934.

     

    7.           Fees
      and Expenses of Independent Legal Counsel.  The Corporation
      shall pay the reasonable fees and expenses of Independent Legal Counsel or
      a
      panel of three arbitrators, if Independent Legal Counsel or a panel of
      arbitrators is retained to make a determination of the right of Indemnitee
      to
      indemnification pursuant to Section 5(b) of this Agreement, and to fully
      indemnify such Independent Legal Counsel or panel of arbitrators against any
      and
      all expenses and losses incurred by any of them and arising out of or relating
      to this Agreement or their engagement pursuant hereto.

     


    
      
        
        

      

      
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    8.           Remedies
      of Indemnitee.

     

    a.           If
      a determination is made pursuant to Section 5 of this Agreement that
      Indemnitee is not entitled to indemnification, or if advances of Expenses are
      not made to Indemnitee pursuant to this Agreement, or if payment is not timely
      made following a determination that Indemnitee has a right to indemnification
      pursuant to this Agreement, or if Indemnitee otherwise seeks enforcement of
      this
      Agreement, Indemnitee shall be entitled to a final adjudication in an
      appropriate court of the State of Iowa of the remedy
      sought.  Alternatively, unless the determination was made by a panel
      of arbitrators pursuant to Section 5(b)(4) of this Agreement, Indemnitee
      may elect to seek an award in arbitration to be conducted by a single arbitrator
      pursuant to the commercial arbitration rules of the American Arbitration
      Association then in effect, and the decision of such arbitrator shall be
      rendered within 90 days following the filing of the demand for
      arbitration.  The Corporation shall not oppose the right of Indemnitee
      to seek any such adjudication or arbitration award.  In any such
      proceeding or arbitration, Indemnitee shall be presumed to be entitled to
      indemnification under this Agreement and the Corporation shall have the burden
      of proof to overcome such presumption.

     

    b.           If
      a determination that Indemnitee is not entitled to indemnification, in whole
      or
      in part, has been made pursuant to Section 5, the decision in the judicial
      proceeding or arbitration provided in Section 8(a) shall be made de novo and
      Indemnitee shall not be prejudiced by reason of a determination that Indemnitee
      is not entitled to indemnification.

     

    c.           If
      a determination that Indemnitee is entitled to indemnification has been made
      pursuant to Section 5 or is deemed to have been made pursuant to Section 4
      or
      otherwise pursuant to this Agreement, the Corporation shall be bound by such
      determination in the absence of a misrepresentation of a material fact by
      Indemnitee.

     

    d.           The
      Corporation shall be precluded from asserting that the procedures and
      presumptions of this Agreement are not valid, binding and enforceable, and
      the
      Corporation shall stipulate in any such court or before any such arbitrator
      that
      the Corporation is bound by all the provisions of this Agreement and is
      precluded from making any assertion to the contrary.

     

    e.           Expenses
      reasonably incurred by Indemnitee in connection with the request of Indemnitee
      for indemnification under, seeking enforcement of, or to recover damages for
      breach of, this Agreement shall be borne by the Corporation when and as incurred
      by Indemnitee irrespective of any Final Adverse Determination that Indemnitee
      is
      not entitled to indemnification.

     

    9.           Insurance.

     

    a.           Maintenance
      of Insurance.  The Corporation represents that it
      presently maintains certain policies of directors' and officers' liability
      insurance.  Subject only to the provisions of this Section 9, the
      Corporation agrees that, during the Indemnification Period, the Corporation
      shall use its best efforts to purchase and maintain in effect for the benefit
      of
      Indemnitee one or more valid, binding and enforceable policies of directors'
      and
      officers' liability insurance providing coverage that, in scope and amount
      and
      all other respects, is no less favorable than that presently
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    Notwithstanding
      the foregoing, prior to the occurrence of a Change in Control, the Corporation
      shall not be required to maintain such policies of directors' and officers'
      liability insurance if such insurance is not reasonably available or if it
      is in
      good faith determined by the Board of Directors that:

     

    (1)           the
      premium cost of maintaining such insurance is substantially disproportionate
      to
      the amount of coverage provided thereunder; or

     

    (2)           the
      protection provided by such insurance is so limited by exclusions, deductions
      or
      otherwise that there is insufficient benefit to warrant the cost of maintaining
      such insurance.

     

    Notwithstanding
      anything in this Agreement to the contrary, to the extent that and for so long
      as the Corporation shall choose to continue to maintain any policy of directors'
      and officers' liability insurance during the Indemnification Period, the
      Corporation shall maintain similar and equivalent insurance for the benefit
      of
      Indemnitee during the Indemnification Period (regardless of whether such similar
      or equivalent insurance is more or less favorable to Indemnitee than the
      existing policy or policies of such insurance maintained by the
      Corporation).

     

    b.           Additional
      Indemnification in Lieu of Insurance.  If the
      Corporation discontinues any policy or policies of directors' and officers'
      liability insurance referred to in Section 9(a) of this Agreement or limits
      in
      any way the scope or amount of the coverages provided thereunder, or such
      policies or coverages provided thereunder become unavailable in whole or in
      part
      for any reason, the Corporation agrees to hold harmless and indemnify Indemnitee
      for the remainder of the Indemnification Period to the full extent of the
      coverage that would otherwise have been provided for the benefit of Indemnitee
      if the insurance specified in Section 9(a) hereof had been
      maintained.

     

    10.           Modification,
      Waiver, Termination and Cancellation.  No supplement,
      modification, termination, cancellation or amendment of this Agreement shall
      be
      binding unless executed in writing by both Indemnitee and the
      Corporation.  No waiver of any provision of this Agreement shall
      constitute or be deemed to be (a) a waiver of any other provision of this
      Agreement or (b) a continuing waiver.

     

    11.           Subrogation.  In
      the event of payment under this Agreement, the Corporation shall be subrogated
      to the extent of such payment to all of the rights of recovery of Indemnitee,
      who shall execute all such papers as may be reasonably required and shall do
      all
      such other things as may be reasonably necessary to secure such rights,
      including the execution of such documents as may be reasonably necessary to
      enable the Corporation to effectively bring suit to enforce such
      rights.

     

    12.           Notice
      by Indemnitee and Defense of Claim.  Indemnitee shall
      promptly notify the Corporation in writing upon being served with any summons,
      citation, subpoena, complaint, indictment, information or other document
      relating to any civil, criminal, administrative or investigative matter, but
      the
      omission to so notify the Corporation shall not relieve the Corporation of
      any
      liability that it may have to Indemnitee if such omission does not materially
      prejudice the rights of the Corporation.  If such omission does
      materially prejudice the rights of the Corporation, the Corporation shall be
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    extent
      of
      such prejudice, and no such omission will relieve the Corporation from any
      liability that it may have to Indemnitee otherwise than under this
      Agreement.  With respect to any Proceeding as to which Indemnitee
      notifies the Corporation of the commencement thereof:

     

    a.           The
      Corporation will be entitled to participate therein at its own expense;
      and

     

    b.           The
      Corporation, jointly with any other indemnifying party similarly notified,
      will
      be entitled to assume the defense of Indemnitee therein with counsel reasonably
      satisfactory to Indemnitee; provided, however, that the Corporation shall not
      be
      entitled to assume the defense of Indemnitee in any Proceeding if there has
      been
      a Change in Control or if Indemnitee has reasonably concluded that there may
      be
      a conflict of interest between the Corporation and Indemnitee with respect
      to
      the Proceeding.  After notice to Indemnitee from the Corporation of
      its election to assume the defense of Indemnitee therein, the Corporation will
      not be liable to Indemnitee under this Agreement for any Expenses subsequently
      incurred by Indemnitee in connection with the defense thereof, other than
      reasonable costs of investigation or as otherwise provided
      below.  Indemnitee shall have the right to employ his or her own
      counsel in any such Proceeding, but the fees and expenses of such counsel
      incurred after notice from the Corporation of its assumption of the defense
      thereof shall be at the expense of Indemnitee unless:

     

    (1)           the
      employment of counsel by Indemnitee has been authorized by the
      Corporation;

     

    (2)           Indemnitee
      has reasonably concluded that counsel employed by the Corporation may not
      adequately represent Indemnitee; or

     

    (3)           the
      Corporation has not in fact employed counsel to assume the defense of Indemnitee
      in the Proceeding or has not in fact assumed such defense or is not acting
      with
      reasonable diligence in connection therewith; in each of which cases, the fees
      and expenses of such counsel shall be borne by the Corporation.

     

    c.           The
      Corporation shall not settle any Proceeding in any manner that would impose
      any
      liability, penalty or limitation on Indemnitee without the written consent
      of
      Indemnitee; provided, however, that Indemnitee will not unreasonably withhold
      consent to any proposed settlement.

     

    13.           Notices.  All
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed to have been duly given if (a) delivered by
      hand and receipted for by the party to whom such notice or other communication
      shall have been directed or (b) mailed by registered mail with postage
      prepaid.

     

    a.           If
      to Indemnitee, to:

     

    


    


    



    
      
        
        

      

      
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    b.           If
      to the Corporation, to:

     

    HNI
      Corporation

    408
      East
      Second Street

    Muscatine,
      Iowa  52761-7109

    Attention:  General
      Counsel

     

    or
      to
      such other address as may be hereafter furnished to Indemnitee by the
      Corporation or to the Corporation by Indemnitee, as the case may
      be.

     

    14.           Nonexclusivity.  The
      rights of Indemnitee under this Agreement shall not be deemed exclusive of
      any
      other rights to which Indemnitee may be entitled under the Business Corporation
      Act of the State of Iowa, the Articles of Incorporation or By-laws of the
      Corporation, or any Agreements, vote of shareholders, resolution of the Board
      of
      Directors or otherwise and, to the extent that during the Indemnification Period
      the rights of the then existing directors and officers are more favorable to
      such directors or officers than the rights currently provided to Indemnitee
      thereunder or under this Agreement, Indemnitee shall be entitled to the full
      benefits of such more favorable rights.

     

    15.           Certain
      Definitions.  For the purposes of this Agreement, the
      following terms shall have the following meanings:

     

    a.           "Change
      in Control" means:

     

    (1)           The
      acquisition by any individual, entity or group (within 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 20% or more of either (i)
      the
      then outstanding shares of common stock of the Corporation (the "Outstanding
      Company 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 Company Voting Securities"); provided, however,
      that (a) for purposes of this subsection (1), the following acquisitions shall
      not constitute a Change of Control:  (i) any acquisition directly from
      the Corporation that is approved by a majority of the Incumbent Board (as
      defined below), (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 Person pursuant to a transaction which complies with clauses
      (i), (ii) and (iii) of subsection (3) of this Section 15(a) and (b) a
      Change in Control will not be deemed to have occurred if a Person becomes the
      beneficial owner of 20% or more of the Outstanding Corporation Common Stock
      or
      the Outstanding Corporation Voting Securities as a result of a reduction in
      the
      number of shares of Outstanding Corporation Common Stock or Outstanding
      Corporation Voting Securities pursuant to a transaction or series of
      transactions that is approved by a majority of the Incumbent Board unless and
      until such Person thereafter becomes the beneficial owner of any additional
      shares of Outstanding Corporation Common Stock or Outstanding Corporation Voting
      Securities representing 1% or more of the then-outstanding Outstanding
      Corporation Common Stock or Outstanding Corporation Voting Securities, other
      than as a result of a
      stock
      dividend, stock split or similar transaction effected by the Corporation in
      which all holders of Outstanding Common Stock or Outstanding Voting Securities
      are treated equally; or

     


    
      
        
        

      

      
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    (2)           individuals
      who, as of the date hereof, constitute the Board (the "Incumbent Board") cease
      for any reason to constitute at least two-thirds 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,
      or
      appointment, was approved by a vote of at least three-quarters of the directors
      then comprising the Incumbent Board (either by a specific vote or by approval
      of
      the proxy statement of the corporation in which such person is named as a
      nominee for director without objection to such nomination) 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

     

    (3)           the
      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 Company Common
      Stock and Outstanding Company Voting Securities immediately prior to such
      Business Combination beneficially own, directly or indirectly, more than 50%
      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 entity
      resulting from such Business Combination (including, without limitation, an
      entity 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 the Corporation, any entity resulting from such
      Business Combination or any employee benefit plan (or related trust) of the
      Corporation or such entity 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; or

     

    (4)           approval
      by the shareholders of the Corporation of a complete liquidation or dissolution
      of the Corporation, except pursuant to a Business Combination that complies
      with
      clauses (i), (ii) and (iii) of subsection (3) of this Section
      15(a).

     

    b.           "Disinterested
      Director" means a director of the Corporation who, at the time of a vote
      referred to in Section 490.853, subsection 3, or 490.855, subsection 2 or 3,
      of
      the IBCA is not or was not either (1) a party to the Proceeding with respect
      to

      
        
          
          

        

        
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    which
      indemnification is being sought by Indemnitee or (2) an individual having a
      familial, financial, professional or employment relationship with the director
      whose indemnification or advance for expenses is the subject of the decision
      being made, which relationship would, in the circumstances, reasonably be
      expected to exert an influence on the director's judgment when voting on the
      decision being made.

     

    c.           "Expenses"
      shall include all direct and indirect costs (including but not limited to
      attorneys' fees, retainers, court costs, transcript fees, fees of experts,
      witness fees, travel expenses, duplicating costs, printing and binding costs,
      telephone charges, postage costs, delivery service fees, all other disbursements
      or out-of-pocket expenses and reasonable compensation for time spent by
      Indemnitee for which Indemnitee is otherwise not compensated by the Corporation
      or any third party) actually and reasonably incurred in connection with the
      investigation, defense, settlement or appeal of a Proceeding or establishing
      or
      enforcing a right to Indemnification under this Agreement, applicable law or
      otherwise; provided, however, that Expenses shall not include any
      Liabilities.

     

    d.           "Final
      Adverse Determination" means a determination that Indemnitee is not entitled
      to
      indemnification pursuant to Section 5 of this Agreement and either
      (i) a final, nonappealable adjudication in an Iowa court or decision of an
      arbitrator pursuant to Section 8(a)  of this Agreement shall have
      denied the right of Indemnitee to indemnification under this Agreement or
      (ii) Indemnitee shall have failed to file a complaint in an Iowa court or
      seek an arbitration award pursuant to Section 8(a) hereof within 120 days
      after the determination made pursuant to Section 5 hereof.

     

    e.           "Indemnification
      Period" means the period of time, prior to or after the date hereof, during
      which Indemnitee shall serve as a director or officer of the Corporation and
      for
      so long thereafter as Indemnitee may be subject to any Proceeding.

     

    f.           "Independent
      Legal Counsel" means special legal counsel who is selected by the Board of
      Directors by a majority vote of all the Disinterested Directors, a majority
      of
      whom shall for such purpose constitute a quorum, or by a majority of the members
      of a committee of two or more Disinterested Directors appointed by such a vote,
      or, if there are fewer than two Disinterested Directors, by a majority vote
      of
      the full Board of Directors, including directors who are not Disinterested
      Directors, a majority of whom shall for such purpose constitute a
      quorum.  Notwithstanding the foregoing, Independent Legal Counsel
      shall not include any person who, under the applicable standards of professional
      conduct then prevailing, would have a conflict of interest in representing
      either the Corporation or Indemnitee in an action to determine the right of
      Indemnitee to indemnification under this Agreement.

     

    g.           
      "Liabilities" means the obligation to pay a judgment, settlement, penalty,
      fine,
      including an excise tax assessed with respect to an employee benefit plan,
      or
      reasonable expenses incurred with respect to a Proceeding.

     

    h.           "Proceeding"
      means any threatened, pending or completed action, proceeding, whether civil,
      criminal, administrative or investigative and whether formal or informal, that
      is associated with Indemnitee being or having been, prior to or after the date
      hereof, a director or officer of the Corporation.

     


    
      
        
        

      

      
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    16.           Binding
      Effect; Duration and Scope of Agreement.  This Agreement
      shall be binding upon and inure to the benefit of and be enforceable by
      Indemnitee and the Corporation and their respective successors and assigns
      (including any direct or indirect successor by purchase, merger, consolidation
      or otherwise to all or substantially all of the business or assets of the
      Corporation), spouses, heirs, executors, personal representatives and
      administrators and other legal representatives.  This Agreement shall
      continue in effect during the Indemnification Period, regardless of whether
      Indemnitee continues to serve as a director or officer of the
      Corporation.

     

    17.           Severability.  If
      any provision or provisions of this Agreement shall be held to be illegal,
      invalid or otherwise unenforceable for any reason whatsoever:

     

    a.           the
      validity, legality and enforceability of the remaining provisions of this
      Agreement shall not in any way be affected or impaired thereby; and

     

    b.           the
      provisions of this Agreement shall be construed so as to give effect to the
      fullest extent legally possible to the intent of any provisions held to be
      illegal, invalid or otherwise unenforceable.

     

    18.           Governing
      Law.  This Agreement shall be governed by and construed and
      enforced in accordance with the laws of the State of Iowa.

     

    19.           Entire
      Agreement.  This Agreement represents the entire Agreement
      between the Corporation and Indemnitee, and there are no other Agreements,
      contracts or understandings between them with respect to the subject matter
      of
      this Agreement, except as specifically referred to herein or as provided in
      Section 14 hereof.

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Indemnity Agreement is executed by the Corporation and
      the
      Indemnitee as of the date first written above.

     

    
      	 	HNI
              Corporation	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


    

     

    
      	 	
              INDEMNITEE

               

               

               

            	 
	 	 Name:	 	 


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


    



    
      
        
        

      

      
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