Unassociated Document


     

    


    2008
      AMENDMENT AND RESTATEMENT OF THE

     

    HOOKER
      FURNITURE CORPORATION

     

    SUPPLEMENTAL
      RETIREMENT INCOME PLAN

    


    Effective
      as of 

    December
      31, 2008


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    


    


    2008
      AMENDMENT AND RESTATEMENT OF THE

    HOOKER
      FURNITURE CORPORATION

    SUPPLEMENTAL
      RETIREMENT INCOME PLAN

    


    Purpose

    


    The
      Board
      of Directors of Hooker Furniture Corporation (the “Company”) has determined that
      the adoption of the 2008 Amendment and Restatement of the Hooker Furniture
      Corporation Supplemental Retirement Income Plan (the “Plan”) will assist it in
      attracting and retaining those employees whose judgment, abilities and
      experience will contribute to the Company’s continued progress. The Plan is
      intended to be unfunded and maintained primarily for the purpose of providing
      deferred compensation for a select group of management or highly compensated
      employees, as described under sections 201(2), 301(a)(3), and 401(a)(1) of
      the
      Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan
      shall be administered and construed in a manner that is consistent with this
      intent. 

    


    Article
      I

    Definitions

    


    As
      defined herein, the following phrases or terms shall have the indicated
      meanings:

    


    1.1. “Administrative
      Committee” means the Administrative Committee, consisting of at least three
      employees of the Company as appointed by the Board, which shall manage and
      administer the Plan in accordance with the provisions of Article X.

    


    1.2. “Affiliate”
      means any entity that is (i) a member of a controlled group of corporations
      as
      defined in Section 1563(a) of the Internal Revenue Code of 1986, as amended
      (the
“Code”), determined without regard to Code Sections 1563(a)(4) and
      1563(e)(3)(C), of which the Company is a member according to Code Section
      414(b); (ii) an unincorporated trade or business that is under common control
      with the Company, as determined according to Code Section 414(c); or (iii)
      a
      member of an affiliated service group of which the Company is a member according
      to Code Section 414(m).

    


    1.3. “Beneficiary”
      means the person, persons, entity, entities or the estate of a Participant
      entitled to receive a benefit under Section 3.6 of the Plan on account of the
      Participant’s death. 

    


    1.4. “Board”
      means the Board of Directors of the Company.

    


    1.5 “Board
      Designated Participant” means an Eligible Employee who (i) has been designated
      for participation in the Plan by the Board in accordance with the procedures
      set
      forth in Section 2.1 of the Plan, and (ii) is not a Transferred Participant
      listed on Appendix D to this Plan.


    
      
         

      

      
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    1.6. “Change
      in Control” means the date on which the Company at the time of the event
      experiences a change in ownership (as described in subsection (i)), or a change
      in effective control (as described in subsection (ii)):

    


    (i) any
      person or more than one person acting as a group acquires beneficial ownership
      of Company stock that, together with the Company stock already held by such
      person or group, represents more than 50 percent of the total voting power
      of
      the Company stock; provided, however, that if any one person or more than one
      person acting as a group is considered to own more than 50 percent of the total
      voting power of the Company stock, the acquisition of additional stock by the
      same person or persons is not considered to cause a change in the ownership
      of
      the Company for purposes of this subsection (i); or 

    


    (ii) a
      majority of members of the Board is replaced during a twelve-consecutive-month
      period by directors whose appointment or election is not endorsed by a majority
      of the members of the Board before the date of the appointment or election;
      provided, however, that if any one person or more than one person acting as
      a
      group is considered to effectively control the Company for purposes of this
      subsection (ii), the acquisition of additional control of the corporation by
      the
      same person or persons is not considered to cause a change in the effective
      control for purposes of this subsection (ii).

    


    For
      purposes of this Section 1.6, the term “group” shall have the same meaning as in
      Section 13(d)(3) of the Act, modified to the extent necessary to comply with
      Sections 1.409A-3(i)(5)(v)(B), (vi)(D) or (vii)(C) of the Treasury Regulations
      (or any successor provisions). The term “beneficial ownership” shall have the
      same meaning as in Rule 13d-3 promulgated under the Act, modified to the extent
      necessary to comply with Section 1.409A-3(i)(5)(v)(iii) of the Treasury
      Regulations (or any successor provision). Notwithstanding anything in this
      Section 2(e) to the contrary, an event which does not constitute a change in
      the
      ownership or a change in the effective control of the Company, each as defined
      in Section 1.409A-3(i)(5) of the Treasury Regulations (or any successor
      provision), shall not constitute a Change of Control for purposes of this
      Plan.

    


     

    1.7. “Code”
      means the Internal Revenue Code of 1986, as amended.

    


    1.8. “Committee
      Designated Participant” means an Eligible Employee who has been designated for
      participation in the Plan by the Administrative Committee in accordance with
      the
      procedures set forth in Section 2.2 of the Plan.

    


    1.9 “Company”
      means Hooker Furniture Corporation, a Virginia corporation, and any successor
      thereto by merger, purchase or otherwise.

    


    1.10 “Compensation
      Committee” means the Compensation Committee of the Board.

    


    1.11. “Earnings”
      means the total base salary and bonuses paid by the Company and any Affiliate
      to
      the Participant. For purposes of this definition, bonuses do not include any
      payment to a Participant to reimburse him in whole or in part for any tax
      liability or any other special nonrecurring payment.


    
      
         

      

      
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    1.12. “Eligible
      Employee” means an employee of the Company or of an Affiliate who is a member of
      a select group of management or highly compensated employees of the Company,
      as
      described under Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.


    


    1.13. “Effective
      Date” means December 31, 2008.

    


    1.14. “Final
      Average Monthly Earnings” means a Participant’s average monthly Earnings during
      the 60 consecutive calendar month period ending on the last day of the last
      full
      month immediately preceding or coinciding with the date on which the
      Participant’s employment with the Company or an Affiliate terminates. Months
      completed prior to the Plan’s Effective Date shall be taken into account in
      computing a Participant’s Final Average Monthly Earnings. In the event that a
      Participant does not have 60 consecutive full calendar months of employment
      with
      the Company or an Affiliate, the average shall be based on the Participant’s
      actual number of consecutive full calendar months of employment.

    


    1.15. “Normal
      Retirement Age” means the Participant’s 65th
      birthday.

    


    1.16. “Participant”
      means a Board Designated Participant, a Committee Designated Participant, or
      a
      Transferred Participant. An individual shall remain a Participant for so long
      as
      the individual is entitled to receive a vested Supplemental Benefit under the
      Plan.

    


    1.17. “Plan”
      means the 2008 Amendment and Restatement of the Hooker Furniture Corporation
      Supplemental Retirement Income Plan.

    


    1.18. “Section
      409A” means Code Section 409A.

    


    1.19. “Separation
      from Service” means a “separation from service” as defined by Section
      1.409A-1(h) of the Treasury Regulations promulgated under Section 409A (or
      any
      successor provision thereto).

    


    1.20 “Specified
      Percentage” means the percentage of a Committee Designated Participant’s Final
      Average Monthly Earnings ranging from twenty percent (20%) to thirty five (35%)
      in increments of five percent (5%), as determined by the Administrative
      Committee. The Specified Percentage of each Committee Designated Participant
      shall be listed in Appendix C to this Plan.

    


    1.21. “Supplemental
      Benefit” means the benefit described in Article III of the Plan.

    


    1.22. “Transferred
      Participant” means an Eligible Employee (i) who has been designated for
      participation in the Plan by the Board pursuant to the terms of Section 2.1
      of
      the Plan, and (ii) who was a party to a Salary Continuation Agreement with
      the
      Company which entitled the Eligible Employee to receive a “Supplemental Benefit”
computed in the same manner as the Supplemental Benefit described in Section
      3.3
      of this Plan.


    
      
         

      

      
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    1.23. “Transferred
      Specified Percentage” means the percentage of a Transferred Participant’s Final
      Average Monthly Earnings used to determine the Transferred Participant’s
      Supplemental Benefits, as listed on Appendix D to this Plan.

    


    1.25. “Treasury
      Regulations” means the final, temporary or proposed regulations issued by the
      Treasury Department and/or Internal Revenue Service as modified in Title 26
      of
      The United States Code of Federal Regulations. Any references made in the Plan
      to specific Treasury Regulations shall also refer to any successor or
      replacement regulations thereto.

    


    Article
      II

    Participation

    


    2.1. Board
      Designation. The Board shall designate in its sole discretion the Eligible
      Employees who may participate in the Plan from time to time. Board Designated
      Participants who are not Transferred Participants shall be identified in the
      attached Appendix A. The Board shall also have the authority to designate in
      its
      sole discretion the Transferred Participants who many participate in the Plan
      from time to time. Transferred Participants shall be identified in the attached
      Appendix D. A Board Designated Participant or a Transferred Participant shall
      continue to participate in the Plan until such date as the Board may declare
      that he is no longer a Participant.

    


    2.2. Administrative
      Committee Designation. The Administrative Committee may in its discretion
      designate other Eligible Employees for participation in the Plan from time
      to
      time and shall promptly provide written or electronic notification to the
      Chairman of the Compensation Committee of each such designation. Each Committee
      Designated Participant shall commence participation in the Plan 30 days after
      the date on which the Chairman of the Compensation Committee has received such
      notification from the Administrative Committee; provided that, the Board or
      Compensation Committee may void a Committee Designated Participant’s
      participation in the Plan by providing written notice to such participant prior
      to the commencement of the participant’s participation in the Plan. A Committee
      Designated Participant shall continue to participate in the Plan until such
      date
      as the Board may declare that he is no longer a Participant. Committee
      Designated Participants shall be identified in the attached Appendix
      C.

    


    Article
      III

    Amount
      and Payment of Benefits

    


    3.1. Supplemental
      Benefit for Board Designated Participants. A Board Designated Participant’s
      Supplemental Benefit shall be a monthly retirement benefit equal to forty
      percent (40%) of the Participant’s Final Average Monthly Earnings, payable in a
      series of equal monthly payments for a period of one-hundred and eighty (180)
      months following the Participant’s Separation from Service with the Company or
      an Affiliate.

    


    3.2. Supplemental
      Benefit for Committee Designated Participants. A Committee Designated
      Participant’s Supplemental Benefit shall be a monthly retirement benefit equal
      to the Specified Percentage of the Participant’s Final Average Monthly Earnings.
      A Committee Designated Participant’s Supplemental Benefit shall be payable in a
      series of equal monthly payments for one-hundred and eighty (180) months
      following the Participant’s Separation from Service with the Company or an
      Affiliate.


    
      
         

      

      
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    3.3. Supplemental
      Benefit for Transferred Participants. A Transferred Participant’s Supplemental
      Benefit shall be a monthly retirement benefit equal to the Transferred Specified
      Percentage of the Participant’s Final Average Monthly Earnings. A Transferred
      Participant’s Supplemental Benefit shall be payable in a series of equal monthly
      payments for one-hundred and eighty (180) months following the Participant’s
      Separation from Service with the Company or an Affiliate. 

    


    3.4. Entitlement
      to Benefit. Each Participant shall be entitled to receive the vested percentage
      of his Supplemental Benefit upon his Separation from Service with the Company
      or
      an Affiliate. A Participant shall become vested in 75% of his Supplemental
      Benefit if he remains continuously employed with the Company or an Affiliate
      until his attainment of age 60, and shall become ratably vested in the remaining
      portion of his Supplemental Benefit if he remains in continuous employment
      according to the following vesting schedule:

    


    
      	
              Attainment

              of
                Age

            	
              Vested
                Percentage 

              of
                the Supplemental 

              Benefit
                

               

            
	
              60

            	
              75%

            
	
              61

            	
              80%

            
	
              62

            	
              85%

            
	
              63

            	
              90%

            
	
              64

            	
              95%

            
	
              65

            	
              100%

            


    

    


    Notwithstanding
      the forgoing, the Board may in its discretion designate that a Participant
      will
      be subject to a vesting schedule different from the schedule contained in this
      Section 3.4. Any such designation of an alternative vesting schedule, and the
      Participant or Participants to which the alternative vesting schedule applies,
      shall be described in the attached Appendix B.

    


    3.5. Time
      of
      Payment. The vested portion of the Participant’s Supplemental Benefit, if any,
      shall begin to be paid on the first day of the month following the Participant’s
      Separation from Service or as soon thereafter as is reasonably practicable,
      but
      no later than the fifteenth (15th)
      day of
      such month. 

    


    3.6. Pre-Retirement
      Survivor Benefit. If a Participant dies while employed by the Company and before
      commencement of payment of his vested Supplemental Benefit, the Participant’s
      Beneficiary shall be entitled to a death benefit equal to Participant’s vested
      Supplemental Benefit and payable in accordance with Sections 3.1, 3.2, or 3.3,
      and as applicable, 3.4.


    
      
         

      

      
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    3.7. Post-Retirement
      Survivor Benefit. If a Participant dies after commencement of payment of his
      vested Supplemental Benefit, then the balance of any remaining payment of his
      vested Supplemental Benefit shall continue to be paid to his Beneficiary over
      the remaining period of such payments.

    


    3.8. Designation
      of Beneficiary. A Participant may, at any time and in a manner determined by
      the
      Administrative Committee, designate a beneficiary and one or more contingent
      beneficiaries (which may include the Participant’s estate) to receive any
      Supplemental Benefit which may be payable under this Plan upon his death. If
      the
      Participant does not designate a beneficiary or contingent beneficiary, or
      if
      the beneficiary and the contingent beneficiaries do not survive the Participant,
      such Supplemental Benefit shall be paid to the Participant’s estate. A
      Participant may revoke or change any designation made under this Section 3.7
      in
      a time and manner determined by the Administrative Committee.

    


    3.9. Change
      in
      Control. Upon the occurrence of a Change in Control, each Participant who has
      not yet begun to receive payment of his Supplemental Benefit shall become fully
      vested in his Supplemental Benefit, and the present value of each such
      Participant’s Supplemental Benefit shall be paid in a single lump sum to the
      Participant (or his Beneficiary in the event of his death) within no later
      than
      fifteen (15) days following the Change in Control. In addition, the present
      value of the unpaid balance of any Participant’s vested Supplemental Benefit for
      which payment commenced prior to the Change in Control shall be paid in a single
      lump sum to such Participant or his Beneficiary, as applicable, within no later
      than fifteen (15) days following the Change in Control. For purposes of this
      Section 3.9, the present value of a Participant’s Supplemental Benefit shall be
      determined by applying a discount rate equal to the discount rate required
      to be
      applied for purposes of Code Section 280G and applicable regulations thereunder,
      as in effect on the date of the Change in Control.

     

    3.10. Special
      Payment Delay. In the event that (i) a Participant is a Transferred Participant
      and (ii) such Transferred Participant incurs a Separation from Service on or
      before December 31, 2008, the payment of the Participant’s Supplemental Benefit
      shall commence on the six-month anniversary of the date on which his Salary
      Continuation Agreement was amended.

     

    3.11. Payment
      Delay for Specified Employees. Notwithstanding anything in the Plan to the
      contrary, if the Participant is a “specified employee” within the meaning of
      Section 409A(a)(2)(B)(i) of the Code and Treasury Regulations and other guidance
      thereunder, no payment may be made by reason of the Participant’s Separation
      from Service before the date which is 6 months after the date of such
      Participant’s Separation from Service (or, if earlier, the date of the
      Participant’s death). Upon the expiration of the six-month deferral period
      referred to in the preceding sentence or the Participant’s death, all payments
      deferred pursuant to this Section 3.11 shall be paid to the Participant (or
      the
      Participant’s Beneficiary in the event of the Participant’s death) in a lump
      sum. No interest shall be paid on the amounts for which payment is delayed
      pursuant to this Section 3.11. The determination of whether a Participant is
      a
“specified employee” for this purpose shall be made in accordance with Section
      409A and Treasury Regulations thereunder and in accordance with guidelines
      adopted by the Company for such purposes. 

     


    
      
         

      

      
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    Article
      IV

    Guarantees

    


    The
      Company has only a contractual obligation to make payments of the benefits
      described in Article III. All benefits are to be satisfied solely out of the
      general corporate assets of the Company, which shall remain subject to the
      claims of its creditors. No assets of the Company will be segregated or
      committed to the satisfaction of its obligations to any Participant or
      Beneficiary under this Plan. If the Company, in its sole discretion, elects
      to
      purchase life insurance on the life of a Participant in connection with the
      Plan, the Participant must submit to a physical examination, if required by
      the
      insurer, and otherwise cooperate in the issuance of such policy or his rights
      under the Plan will be forfeited.

    


    Article
      V

    Termination
      of Employment
      or
      Participation

    


    5.1. The
      Plan
      does not in any way limit the right of the Company or an Affiliate at any time
      and for any reason to terminate the Participant’s employment or terminate such
      Participant’s status as an Eligible Employee, or limit the right of the Board
      pursuant to Article II to declare that a Participant shall no longer be a
      Participant. In no event shall the Plan, by its terms or by implication,
      constitute an employment contract of any nature whatsoever between the Company
      or an Affiliate and a Participant.

    


    5.2. A
      Participant who ceases to be an Eligible Employee, whose employment with the
      Company or an Affiliate is terminated or whom the Board declares is no longer
      a
      Participant shall immediately cease to be a Participant under this Plan and
      shall be entitled to receive the vested portion of his accrued Supplemental
      Benefit, if any, subject to the provisions of Article III. A Participant on
      an
      authorized leave of absence from the Company or an Affiliate shall not be deemed
      to have terminated employment or to have lost his status as an Eligible Employee
      for the duration of such authorized leave of absence.

    


    5.3. A
      Participant who ceases to be an employee of the Company or an Affiliate and
      who
      is subsequently reemployed by the Company or an Affiliate shall not accrue
      any
      additional benefits on account of such later service for periods in which he
      is
      not a Participant.


    
      
         

      

      
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    Article
      VI

    Termination,
      Amendment or Modification of Plan

    


    6.1. Except
      as
      otherwise specifically provided, the Board reserves the right to terminate,
      amend or modify this Plan, wholly or partially, at any time and from time to
      time. 

    


    6.2. Section
      6.1 notwithstanding, no action to terminate, amend or modify the Plan shall
      be
      taken except upon written notice to each Participant to be affected thereby,
      which notice shall be given not less than thirty (30) days prior to such action.
      Furthermore, no action to terminate, amend or modify the Plan may eliminate
      or
      reduce in any way the vested portion of the Participant’s accrued vested
      Supplemental Benefit.

    


    6.3. Any
      notice which shall be or may be given under the Plan shall be in writing and
      shall be mailed by United States mail, postage prepaid. If notice is to be
      given
      to the Company, such notice shall be addressed to its corporate offices;
      addressed to the attention of the Corporate Secretary. If notice is to be given
      to a Participant, such notice shall be addressed to the Participant’s last known
      address.

    


    Article
      VII

    Other
      Benefits and Agreements

    


    The
      benefits provided for a Participant and his Beneficiary under the Plan are
      in
      addition to any other benefits available to such Participant under any other
      plan or program maintained by the Company or any Affiliate for their employees.
      The Plan shall supplement and shall not supersede, modify or amend any other
      plan or program of the Company or an Affiliate in which a Participant is
      participating.

    


    Article
      VIII

    Restrictions
      on Transfer of Benefits

    


    No
      right
      or benefit under the Plan shall be subject to anticipation, alienation, sale,
      assignment, pledge, encumbrance or charge, and any attempt to do so shall be
      void. No right or benefit hereunder shall in any manner be liable for or subject
      to the debts, contracts, liabilities, or torts of the person entitled to such
      benefit. If any Participant or Beneficiary under the Plan should become bankrupt
      or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge
      any
      right to a benefit hereunder, then such right or benefit, in the discretion
      of
      the Board, shall cease and terminate, and, in such event, the Board may hold
      or
      apply the same or any part thereof for the benefit of such Participant or
      Beneficiary, his or her spouse, children, or other dependents, or any of them,
      in such manner and in such portion as the Board may deem
      proper.


    
      
         

      

      
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    Article
      IX

    Claims
      Procedures

    


    9.1. Any
      claim
      by a Participant or Beneficiary (the “claimant”) with respect to eligibility,
      participation, contributions, benefits or other aspects of the operation of
      the
      Plan shall be made in writing to the Administrative Committee. 

     

    9.2. If
      the
      claim is denied in whole or in part, the claimant shall be furnished written
      notice of the denial of the claim within ninety (90) days after the
      Administrative Committee’s receipt of the claim, or within one hundred eighty
      (180) days after such receipt if special circumstances require an extension
      of
      time. If special circumstances require an extension of time, the claimant shall
      be furnished written notice prior to the termination of the initial ninety
      (90)
      day period which explains the special circumstances requiring an extension
      of
      time and the day by which the Administrative Committee expects to render the
      benefit determination. A written notice of denial of the claim shall contain
      the
      following information:

    


    
      	 	
              (a)

            	
              Specific
                reason or reasons for denial,

            


    

    


    
      	 	
              (b)

            	
              Specific
                reference to pertinent Plan provisions on which the denial is
                based,

            


    

     

    
      	 	
              (c)

            	
              A
                description of any additional material or information necessary for
                the
                claimant to perfect the claim and an explanation of why the material
                or
                information is necessary, and

            


    

    


    
      	 	
              (d)

            	
              A
                description of the Plan’s review procedures and the time limits applicable
                to the procedures, including a statement of the claimant’s right to bring
                a civil action under Section 502(a) of ERISA following a denial upon
                review of the claim.

            


    

    


    9.3. The
      claimant may appeal the denial of a claim by submitting a written request for
      review to the Board, as the case may be, within sixty (60) days following the
      date the claimant received written notice of the denial of his or her claim.
      The
      Board shall afford the claimant a full and fair review of the decision denying
      the claim that takes into account all comments, documents, records and other
      information submitted by the claimant relating to the claim, without regard
      to
      whether such information was submitted or considered in the initial
      determination, and, if so requested, shall:

    


    
      	 	
              (a)

            	
              provide,
                upon request and free of charge, reasonable access to and copies
                of all
                documents, records and other information relevant to the claim,
                and

            


    

    


    
      	 	
              (b)

            	
              permit
                the claimant to submit written comments, documents, records and other
                information relating to the claim. 

            


    

    


      9.4. The
      decision on review by the Board shall be in writing and shall be issued within
      sixty (60) days following receipt of the request for review. The period for
      decision may be extended to a date not later than one hundred twenty (120)
      days
      after such receipt if the Board determines that special circumstances require
      extension. If special circumstances require an extension of time, the claimant
      shall be furnished written notice prior to the termination of the initial sixty
      (60) day period which explains the special circumstances requiring an extension
      of time and the date by which the Board expects to render its decision on
      review. The decision on review shall include:


    
      
         

      

      
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              (a)

            	
              Specific
                reason or reasons for the adverse determination,
                

            


    

    


    
      	 	
              (b)

            	
              references
                to the specific Plan provisions on which the determination is
                based,

            


    

     

    
      	 	
              (c)
                

            	
              a
                statement that the claimant is entitled to receive, upon request
                and free
                of charge, reasonable access to and copies of all documents, records
                and
                other information relevant to the claimant’s claim, and
                

            


    

    


    
      	 	
              (d)
                

            	
              a
                statement of the claimant’s right to bring an action under Section 502(a)
                of ERISA.

            


    

    


    9.5. For
      purposes of this Article IX, any action required or authorized to be taken
      by
      the claimant may be taken by a representative authorized in writing by the
      claimant to represent him. 

    


    Article
      X

    Administration
      of the Plan

    


    10.1. The
      Plan
      shall be administered by the Administrative Committee. Subject to the provisions
      of the Plan, the Administrative Committee may adopt such rules and regulations
      as may be necessary to carry out the purposes hereof. Except as specifically
      provided in Article IX, the Administrative Committee’s interpretation and
      construction of any provision of the Plan shall be final and
      conclusive.

    


    10.2. The
      Company shall indemnify and save harmless each member of the Administrative
      Committee against any and all expenses and liabilities arising out of his
      membership on such Administrative Committee, excepting only expenses and
      liabilities arising out of his own willful misconduct. Expenses against which
      a
      member of the Administrative Committee shall be indemnified hereunder shall
      include without limitation, the amount of any settlement or judgment, costs,
      counsel fees, and related charges reasonably incurred in connection with a
      claim
      asserted, or a proceeding brought or settlement thereof. The foregoing right
      of
      indemnification shall be in addition to any other rights to which any such
      member may be entitled.

    


    10.3. In
      addition to the powers hereinabove specified, the Administrative Committee
      shall
      have the power to compute and certify the amount and kind of benefits from
      time
      to time payable to Participants and their Beneficiaries under the Plan, to
      authorize all disbursements for such purposes, and to determine whether a
      Participant is entitled to a benefit under Article III.


    
      
         

      

      
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    10.4. To
      enable
      the Administrative Committee to perform its functions, the Company shall supply
      full and timely information to the Administrative Committee on all matters
      relating to the Earnings of all Participants, their retirement, death or other
      cause for termination of employment, and such other pertinent facts as the
      Committee may require.

    


    Article
      XI

    Miscellaneous

    


    11.1. The
      Plan
      shall be binding upon the Company and its successors and assigns (subject to
      the
      powers set forth in Article VI) and upon a Participant, his Beneficiary, and
      their respective assigns, heirs, executors and administrators.

    


    11.2. To
      the
      extent not preempted by federal law, the Plan shall be governed and construed
      under the laws of the Commonwealth of Virginia without regard to the conflict
      of
      law provisions of any jurisdiction.

    


    11.3. Masculine
      pronouns wherever used shall include feminine pronouns and the use of the
      singular shall include the plural.

    


    11.4. All
      amounts payable under the Plan shall be reduced for the amounts required to
      be
      withheld pursuant to applicable federal, state or local withholding tax
      requirements or any similar provisions. Notwithstanding the foregoing, the
      Company may, in its discretion, pay withholding taxes from other amounts payable
      by the Company to a Participant or Beneficiary to the extent such withholding
      taxes are due prior to the time that benefits are payable under the
      Plan.

    


    11.5 It
      is
      intended that this Plan comply with Section 409A and any regulations, guidance
      and transition rules issued thereunder, and the Plan shall be interpreted and
      operated consistently with that intent. If the Administrative Committee shall
      determine that any provisions of this Plan do not comply with the requirements
      of Section 409A, the Administrative Committee shall have the authority to amend
      the Plan to the extent necessary (including retroactively) in order to preserve
      compliance with said Section 409A. The Administrative Committee shall also
      have
      the express discretionary authority to take such other actions as may be
      permissible to correct any failures to comply with Section 409A.

    


     


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF, this instrument has been executed this 14th day of


    


    November,
      2008.

    
      	 	
              HOOKER
                FURNITURE CORPORATION

            
	 	 	 
	 	
              By:

            	
               /s/
                Edwin L. Ryder

            
	 	 	 
	 	
              Title:
                

            	
              Executive
                Vice President - Finance and
                Administration

            


    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    APPENDIX
      A

    


    BOARD
      DESIGNATED PARTICIPANTS

    


    


    


    The
      following Eligible Employees have been designated by the Board of Directors
      as
      Participants in the Plan:

     

    


    


    Participants
      who commenced participation on December 1, 2003:

    


    R.
      Gary
      Armbrister

    Raymond
      T. Harm

    Henry
      P.
      Long, Jr.

    E.
      Larry
      Ryder

    Michael
      P. Spece

    Paul
      B.
      Toms, Jr.

    


    Participants
      who commenced participation on April 1, 2007: 

    


    Bruce
      R.
      Cohenour


    
      
         

      

      
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    APPENDIX
      B

    


    ALTERNATIVE
      VESTING SCHEDULES

    


    


    In
      accordance with the provisions of Section 3.4 of the Plan, the Board has
      determined that the following alternative vesting schedule(s) shall apply to
      the
      following Plan Participants:

     

    


    


    A. Vesting
      Schedule for Michael P. Spece

    


    Michael
      P. Spece shall become 100% vested in his Supplemental Benefit if he remains
      continuously employed with the Company until his attainment of age
      60.


    
      
         

      

      
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    APPENDIX
      C

    


    COMMITTEE
      DESIGNATED PARTICIPANTS

    


    The
      following Eligible Employees have been designated by the Administrative
      Committee as Participants in the Plan:

     

    


    


    
      	
              Name
                of Participant

            	
              Specified
                Percentage

            	
              Participation
                Commencement Date

            


    

    


    



    
      
         

      

      
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    APPENDIX
      D

    


    TRANSFERRED
      PARTICIPANTS

    


    


    


    
      	
              Transferred
                Participant

            	
              Transferred
                Specified Percentage

            	
              Participation
                Commencement Date

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
         

      

      
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