EXHIBIT 10v


 


HNI Corporation ERISA SUPPLEMENTAL RETIREMENT PLAN

(As Amended and Restated Effective January 1, 2000;

As Amended November 11, 2005)


 


1.                                       Purpose
of the Plan.  The purpose of the HNI
Corporation ERISA Supplemental Retirement Plan (the “Plan”) is to provide to
selected executives benefits equal to the amounts which, but for limitations
imposed by the Internal Revenue Code of 1986, as amended (the “Code”) or plan
provisions, would have been provided by the HNI Corporation Profit-Sharing
Retirement Plan (“Profit-Sharing Retirement Plan”) and the HNI Corporation Cash
Profit-Sharing Plan.


 


2.                                       Definitions.  Except as otherwise defined in this Plan,
capitalized terms used herein shall have the respective meanings assigned to
such terms in the Profit-Sharing Retirement Plan.


 


3.                                       Participation.  Each Member of an Employer whose Compensation
for any calendar year, determined under the Profit-Sharing Retirement Plan,
exceeds $170,000 (or such other amount as may be in effect under Section 401(a)(17)
of the Code for such year) and who has been selected for participation by the
Company’s Board of Directors shall be a Participant in this Plan.  For this purpose, Compensation shall be
determined without regard to (a) any election by the Participant to defer
any compensation earned for such year, (b) any payments made pursuant to
the HNI Corporation Executive Long-Term Incentive Compensation Plan, the HNI
Corporation Long-Term Performance Plan or other similar incentive plan for such
year, or (c) any awards made under the Stock-Based Compensation Plan for
such year.  The Plan is intended to be
unfunded and maintained by the Company primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees, within the meaning of ERISA.


 


4.                                       Benefits


 


(a)                                  Benefits
in Respect of the Profit-Sharing Retirement Plan.  As soon as practicable after the last day of
each calendar year, the Company shall determine the amount of Employer
Contributions that would have been credited for such year to the Participant’s
Account under the Profit-Sharing Retirement Plan for such calendar year but for
the annual limitation on compensation that may be taken into account pursuant
to Code Section 401(a)(17) and the annual limitation on benefits pursuant
to Code Section 415, as set forth in the Profit-Sharing Retirement
Plan.  See Annex A.


 


(b)                                 Benefits
in Respect of Cash Profit-Sharing Plan. 
As soon as practicable after the last day of each calendar year, the
Company shall determine an amount equal to the payments such Participant would
have received under the Cash Profit-Sharing Plan in such year in respect of the
Participant’s Compensation, as described in Section 2, but for the
limitations imposed under the terms of the Cash Profit-Sharing Plan on eligible
earnings at the level specified in Code Section 401(a)(17) with respect to
a qualified defined contribution plan. 
See Annex A.


 

















 


(c)                                  Distributions.  Not later than the March 15 following
each calendar year for which a benefit is determined under Paragraphs 4(a) or
(b) above, the benefit determined for each Participant shall be paid in
shares of Bonus Stock issued under the Company’s Stock-Based Compensation
Plan.  The number of shares of Bonus
Stock to be paid shall be determined by dividing the amounts determined under
Paragraphs 4(a) and (b) above by the average of the high and low
prices of a share of the Corporation’s common stock on the date the award is
paid, with cash paid in lieu of any fractional share.  Such shares shall not be transferable,
whether by sale, pledge, gift, or otherwise, while the Participant is employed
by the Company or any of its subsidiaries. 
Provision for all income tax withholding and other employment taxes
shall be made pursuant to Section 5.5 of the Stock-Based Compensation
Plan.  (As amended 11/11/05.)


 


5.                                       Administration.  The Human Resources and Compensation
Committee of the Company’s Board of Directors shall be charged with the
administration of this Plan, shall have the same powers and duties, and shall
be subject to the same limitations, with respect to the Plan as the
Administrative Committee under the Profit-Sharing Retirement Plan.  Decisions of such Committee shall be
conclusive and binding upon all persons claiming benefits under the Plan.


 


6.                                       Nonassignment
of Benefits.  Notwithstanding
anything contained herein or in any other plan maintained by the Company to the
contrary, it shall be a condition of the payment of benefits under this Plan
that neither such benefits nor any portion hereof shall be assigned, alienated,
or transferred to any person voluntarily or by operation of any law, including
any assignment, division, or awarding of property under state domestic
relations law (including community property law).  If any person shall endeavor to purport to
make any such assignment, alienation, or transfer, the amount otherwise
provided hereunder which is the subject of such assignment, alienation, or
transfer shall cease to be payable to any person.


 


7.                                       No
Guaranty of Employment.  Nothing
contained in this Plan shall be construed as a contract of employment between
any employee and his or her Employer or as conferring a right on any employee
to be continued in the employment of an Employer.


 


8.                                       Amendment
and Termination.  (a)  The Board
of Directors of the Company reserves the right at any time to amend or
terminate the Plan.  The Fund Committee
may amend the Plan from time to time as it deems necessary or advisable except
that any amendment which would terminate the Plan or modify its formula for contributions
shall require advance approval of the Board of Directors.  (b)  Notwithstanding the foregoing, no
amendment shall operate directly or indirectly to deprive any Participant of
his or her vested interest in the Plan immediately prior to the effective date
of the amendment.  (c)  Each
amendment (including any termination of this Plan) shall be adopted by the Fund
Committee, pursuant to the authority granted to it by the Board of Directors.


 


9.                                       Miscellaneous


 


(a)                                  Certain
Profit-Sharing Retirement Plan Provisions. 
Except as otherwise provided herein, the provisions contained in
Sections 1.2 (relating to applicable law), 1.3 (relating to severability), and Article 15
(relating to Adoption by Affiliated Employers) of the Profit-Sharing Retirement
Plan are hereby incorporated herein by reference, and shall be applicable as if
such provisions were set forth herein.


 


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(b)                                 Successors
and Assigns.  The provisions of this
Plan shall bind and inure to the benefit of each Employer and its successors
and assigns, as well as each Participant and his or her beneficiaries and
successors.


 


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