r3q0810qexh102.htm


    
      EXHIBIT
10.2

    

     

    FORM
OF EXERCISE OF STOCK OPTION

     

    Granted
Under the HNI Corporation Stock-Based Compensation Plan

     

    Date:
_______________

     

    HNI
Corporation

    408 East
Second Street

    Muscatine,
Iowa 52761

     

    Attention:                      Vice President, General Counsel and
Secretary

     

    The
undersigned optionee (the "Optionee") hereby exercises
the right, granted as of __________, 20__ pursuant to that certain Stock Option
Award Agreement between HNI Corporation, an Iowa corporation (the "Corporation"), and the
Optionee, to purchase from the Corporation __________ shares of common stock,
$1.00 par value, of the Corporation (the "Common Stock") at an exercise
price of $__________ per share ("Option Price") for a total
purchase price of $__________.

     

    The
Optionee wishes to make payment of the Option Price as indicated below (check
one or more boxes):

     

    ____       Cash.  Optionee's
check in the amount of $__________ is enclosed herewith.

     

    
      	
              ____

            	
              Previously
      acquired shares of Common Stock.  The surrender of previously
      acquired shares of Common Stock held by the Optionee having a Fair Market
      Value per share (as defined under the HNI Corporation Stock-Based
      Compensation Plan (the "Plan")) less than or
      equal to the aggregate exercise price, which shares shall have been held
      by the Optionee for at least six (6) months prior to the date of such
      surrender.  __________ shares of Common Stock with a total Fair
      Market Value of $__________ are enclosed
herein.

            


    

     

    
      	
              ____

            	
              Withheld
      shares of Common Stock.  Please retain shares of Common Stock
      with a total Fair Market Value of $__________ for this
      purpose.

            


    

     

    
      	
              ____

            	
              Cashless
      Exercise and Same-Day Sale.  The Optionee will call Robert W.
      Baird, Attention: Terry Monroe, 22nd
      Floor, 227 West Monroe Street, Chicago, IL 60606,
      Telephone:  312-578-2673, Fax:  312-332-1920,
      E-mail:  Tmonroe@rbaird.com, or another broker-dealer acceptable
      to the Corporation to authorize them
      to issue a check payable to the Corporation from the Optionee’s Account
      No. ________________ in an amount equal to the Option Price plus any
      applicable income tax withholding.

            


    

     

    Tax Note (U.S. taxpayers
ONLY):  The Corporation is required to collect AT LEAST 25% Federal
Income Tax, Applicable State Income Tax, 1.45% Medicare and 6.2%
Social  Security on all non-statutory stock option exercises at the
time of exercise.  The Optionee understands that the Corporation’s
transfer agent will not transfer ownership of the Common Stock purchased hereby
until the full amount of the Option Price and applicable withholding taxes have
been paid, and immediately upon notification hereby agrees to pay in cash any
additional funds that may be required.

    
      
         

        
          
            	 	 	 	 
	 	 	 	 
	
                     

                  	 Signature
      (Optionee):	 	 
	 	 Printed
      Name:	 	 
	 	 Address:	 	 
	 	 	 	 
	 	 Social
      Security No.: