r3q0810qexh103.htm


    EXHIBIT
10.3


    Description
of Material Compensatory Arrangements Contained in Offer
Letter

    between
HNI Corporation and Kurt Tjaden

    


    HNI Corporation (the "Corporation")
entered into an offer letter containing compensatory arrangements with Kurt
Tjaden in August 2008 in connection with his appointment as Vice President and
Chief Financial Officer of the Corporation.  A description of the
material compensatory arrangements contained in the offer letter is set forth
below:

    


    
      	
               
      

            	
              ·

            	
              Annual
      base salary of $330,000.

            


    

    


    
      	
               
      

            	
              ·

            	
              Sign-on
      bonus of $50,000, subject to one-year vesting/payback requirement, payable
      within 30 days of start date (August 25,
2008).

            


    

    


    
      	
               
      

            	
              ·

            	
              Eligible
      for annual bonus, prorated for current fiscal year, with target bonus
      award of 75% of annual base salary.

            


    

    
      	
               
      

            	
              o

            	
              40%
      of annual bonus based on Mr. Tjaden's individual
    performance.

            


    

    
      	
               
      

            	
              o

            	
              60%
      of annual bonus based on the Corporation's
  performance.

            


    

    


    
      	
               
      

            	
              ·

            	
              Eligible
      for annual participation in the Corporation's executive long-term
      incentive program with target award equal to 150% of annual base
      salary.

            


    

    
      	
               
      

            	
              o

            	
              25%
      of award split equally between stock and cash (prorated for 2008 – 2010
      performance period) and based on the Corporation's
      performance.

            


    

    
      	
               
      

            	
              o

            	
              75%
      of award in form of stock options.

            


    

    


    
      	
               
      

            	
              ·

            	
              Eligible
      to receive change in control employment agreement and participate in the
      following other benefit plans:

            


    

    
      	
               
      

            	
              o

            	
              Profit-sharing
      retirement plan (401k);

            


    

    
      	
               
      

            	
              o

            	
              Cash
      profit-sharing plan;

            


    

    
      	
               
      

            	
              o

            	
              Member
      (i.e., employee) stock purchase
plan;

            


    

    
      	
               
      

            	
              o

            	
              ERISA
      supplemental retirement plan; and

            


    

    
      	
               
      

            	
              o

            	
              Executive
      deferred compensation plan.

            


    

    


    
      	
               
      

            	
              ·

            	
              Eligible
      for coverage under the Corporation's standard medical, dental, life and
      disability insurance programs.

            


    

    


    
      	
               
      

            	
              ·

            	
              Moving
      and relocation costs in accordance with the Corporation's standard policy,
      subject to one-year vesting/payback
requirement.