r3q0810qexh101.htm


    
       

       

      
        
          EXHIBIT
10.1
  

      

      HNI Corporation 408 East Second Street,
Muscatine, Iowa 52761, Tel 563 272 7400, Fax  563 272 7217,
www.hnicorp.com

    

    
       
                                                                                                                                                       


    
      	 	
                    

              CONFIDENTIAL

               

            	 


    

           
[Date]

    


    «Title»
«First» «Last»

    «Title1»

    «Company»

    «Address_1»

    «City»,
«State»  «Zip_Code»

    


    


    Re:          HNI Corporation 2007
Stock-Based Compensation Plan

    Stock Option Award
Agreement

    


    Dear
«First»:

    


    Congratulations
on your selection as a Participant who will receive an option grant under the
HNI Corporation (the "Corporation") 2007 Stock-Based Compensation Plan (the
"Plan").  This Award Agreement (this "Agreement") provides a brief
summary of your rights under the Plan.  Capitalized terms found but
not defined in this Agreement are defined in the Plan.

    


    The Plan
provides complete details of all of your rights under the Plan and this
Agreement, as well as all of the conditions and limitations affecting your
rights.  If there is any inconsistency between the terms of this
Agreement and the terms of the Plan, the Plan's terms shall completely supersede
and replace the conflicting terms of this Agreement.

    


    The
option granted to you under this Agreement is a non-statutory stock
option.

    


    
      	
              Overview
      of Your Stock Option

            
	
               

              1. 
      Number of Shares Granted
      under this Option:

            
	
               

              2. 
      Date of
      Grant:

            
	
               

              3. 
      Exercise
      Price:

            
	
               

              4. 
      Vesting of
      Options:  Subject to the terms of Section 8 below, 100%
      or any portion of the Shares covered by this option may be purchased on or
      after «Vesting_Date».

            
	
                 
      5.  Method of
      Exercise and Payment:  Participant may exercise this
      option by completing the Form of Exercise of Stock Option, attached as
      Exhibit A, selecting the exercise
      method, 

                     
       and returning the form to the Corporation.

            
	
               

                
      6.  Expiration Date
      of Option:

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    «Date»

    Page
2

    


    
      	
               

                 
      7.  Non-Transferability of
      Options:

               

              (a)      
      As explained in the next paragraph, during your lifetime the options shall
      be exercised only by you.  No assignment or transfer of options,
      whether voluntary or involuntary, by operation of law or otherwise, can be
      made except by will or the laws of descent and distribution or pursuant to
      beneficiary designation procedures approved by the
      Corporation.

               

              (b)      
      Notwithstanding the preceding paragraph, you may transfer your option
      rights to one or more family member (as such term in used in the Plan) or
      to one or more trusts established solely for the benefit of one or more
      family member or to one or more partnerships in which the only partners
      are family members; provided, however, that (i) no such transfer shall be
      effective unless you deliver reasonable prior notice thereof to the
      Corporation and such transfer is thereafter effected subject to the
      specific authorization of, and in accordance with any terms and conditions
      that shall have been made applicable thereto by, the Committee or the
      Board, (ii) any such transferee shall be subject to the same terms and
      conditions hereunder as you are and (iii) such transfer can not be made
      for value.

            
	
               

                 
      8.  Termination of
      Employment:

               

              (a)      
      By Death or
      Disability:  Shares which are vested as of the date of
      death or disability (as such term is used in the Plan) may be purchased
      until the earlier of:  (i) the expiration date of this option;
      or (ii) the second anniversary of the date of death or
      disability.  Shares which are not vested as of the date of death
      or disability shall become immediately vested 100 percent, provided you
      are employed by the Corporation on the date of death or
      disability.

               

              (b)      
      By
      Retirement:  Shares which are vested as of the date of
      retirement at 65 or after age 55 with ten (10) years of service may be
      purchased until the earlier of:  (i) the expiration date of this
      option; or (ii) the third anniversary date of such
      retirement.  Shares which are not vested as of the date of
      retirement at age 65 or after age 55 with ten (10) years of service shall
      immediately become vested 100 percent.

               

              (c)      
      For other
      reasons:  Shares which are vested as of the date of
      termination of employment may be purchased until the earlier
      of:  (i) the expiration date of this option; or (ii) the end of
      the thirtieth day following the date of termination of employment (except
      in the case of termination for cause, in which case, no additional
      exercise period shall be permitted beyond the date of
      termination).  Shares which are not vested as of the date of
      employment termination shall immediately terminate, and shall be forfeited
      to the Corporation.

            
	
               

                 
       9.  Change in
      Control:   In the
      event of a Change in Control, all Shares under this option shall become
      immediately vested 100 percent, and shall remain exercisable for their
      entire 

                       
      term.

            


    

    


    


    Please
acknowledge your agreement to participate in the Plan and this Agreement, and to
abide by all of the governing terms and provisions, by signing below, and
returning the original signed Agreement to me.  Please make a copy of
this Agreement for your files.

    


    Refer any
questions you may have regarding your stock options or exercising stock options
to the Vice President, Compensation and Benefits.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    «Date»

    Page
3

    


    Once
again, congratulations on the receipt of your stock option award.

    


    Sincerely,

    


    


    «First»
«Last»

    «Title1»

     

    Enc.

    


    


    


    HNI Corporation 2007
Stock-Based Compensation Plan

    


    Agreement
to Participate

    


    By
signing a copy of this Agreement and returning it to the Corporation, I
acknowledge that I have read this Agreement and the Plan, and that I fully
understand all of my rights thereunder, as well as all of the terms and
conditions which may limit my eligibility to exercise this option.

    


    


     

    
      	 	 	 	 	 
	 	 <<First>>
      <<Last>>	                         Date


    

     

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    FORM
OF EXERCISE OF STOCK OPTION

     

    Granted
Under the HNI Corporation 2007 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 2007 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.: