Unassociated Document


    EXHIBIT
10.13

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    LA-Z-BOY
INCORPORATED

    SEVERANCE PLAN FOR NAMED
EXECUTIVE OFFICERS

     

     

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    LA-Z-BOY
INCORPORATED

    SEVERANCE PLAN FOR NAMED
EXECUTIVE OFFICERS

     

    ARTICLE
I

     

    Statement
of Purpose

     

    La-Z-Boy
Incorporated hereby establishes the La-Z-Boy Incorporated Severance Plan for
Named Executive Officers to provide financial assistance through certain
Severance Benefits to Participants whose employment with an Employer hereunder
is terminated in a Covered Termination.

     

    The Plan
is intended to be an unfunded welfare benefit plan for purposes of the Employee
Retirement Income Security Act of 1974, as amended, and a severance pay plan
within the meaning of the United States Department of Labor Regulation Section
2510.3-2(b).  This document applies to Participants whose Covered
Termination occurs on or after the Effective Date.

     

    ARTICLE
II

     

    Definitions

     

    For
purposes of this Plan, the following terms shall have the meanings ascribed to
them below:

     

    “Cause” means an Employee’s
commission of any act or acts involving dishonesty, fraud, illegality or moral
turpitude, Employee’s willful or reckless material misconduct in the performance
of Employee’s duties, Employee’s willful habitual neglect of material duties,
Employee’s job performance that is deemed below expectations after having been
given a corrective action plan and a final warning, or Employee’s serious and
reckless or intentional violation of written Employer policies.

     

    “COBRA” means the provisions
regarding healthcare continuation coverage set forth in Section 601 et seq. of ERISA and
Section 4980B of the Code, and shall apply to health and welfare benefits
offered by an Employer as required by law.

     

    “COBRA Premium” means the
monthly cost of providing healthcare continuation coverage for a qualified
beneficiary under COBRA, as adjusted from time to time.

     

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

     

    “Controlled Group” means
La-Z-Boy Incorporated and its Related Entities, or any of them, as currently or
hereafter organized.

     

    “Covered Termination” means
an Employee’s Separation from Service from an Employer due to an involuntary
reduction in the work force, the involuntary elimination of Employee’s position
(including due to outsourcing or job restructuring), the involuntary termination
of Employee’s employment by an Employer without Cause, or the Employee’s
Separation from Service for Good Reason.  Notwithstanding the
foregoing, a Covered Termination does not include a Separation from Service for
Cause or a Separation from Service for any reason if the Participant fails to
return all property of the Employer’s within 10 days after the date of the
Separation from Service.

     

    “Effective Date” means the
date that this Plan became effective, which is June 11, 2010.

     

    “Employee” means a common-law
employee (including an officer) of an Employer who is on the Employer’s
payroll.

     

    “Employer” includes La-Z-Boy
Incorporated, its Related Entities, and the respective successors and assigns of
each.  When used in the plural, “Employers” means La-Z-Boy
Incorporated and all of its Related Entities.

     

    “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Good Reason” means that a
Participant resigns within 30 days after a reduction in Employee’s Monthly Base
Pay or target bonus opportunity (other than in connection with a general
decrease in compensation elements of similarly situated employees) or after
being required to relocate Employee’s office to a facility more than 50 miles
from Employee’s immediately prior principal office.  A resignation
will be for Good Reason only if the Participant has provided Participant’s
Employer with written notice of Participant’s related complaints and a
reasonable opportunity to cure, and the Employer does not cure within a
reasonable time.

     

     “Key Employee” means a
“specified employee” as
determined in accordance with (including measurement of the applicable effective
time periods) the Treasury Regulations promulgated under Code Section
409A.

     

    “La-Z-Boy Incorporated” means
La-Z-Boy Incorporated and its successors and assigns.

     

    “Length of Service” means the
amount of employment service credited to a Participant for purposes of
determining the Participant’s Severance Benefit Period as described in Article
IV.

     

    “Monthly Base Pay” means the
base salary or base wages that a Participant earns during a calendar month,
based on the rate of pay in effect for the Participant immediately before the
Participant’s Separation from Service, excluding overtime or any special
payments, and which is used to compute the amount of Severance Pay under Article
IV of the Plan.

     

    “Participant” means an
Employee who is eligible for, and is participating in, this Plan pursuant to
Article III.

     

    “Plan” means the La-Z-Boy
Incorporated Severance Plan for Named Executive Officers as set forth in this
document and its schedules and attachments.

     

    “Plan Administrator” means
the person or committee responsible for administration of the Plan as set forth
in Article VIII of the Plan.

     

    “Plan Year” means the
calendar year for recordkeeping purposes.

     

    “Related Entity” means a
corporation or other entity if it and La-Z-Boy Incorporated are members of a
controlled group of corporations as defined in Section 414(b) of the Code
or are under common control as defined in Section 414(c) of the
Code.  A Related Entity may adopt this Plan by a corporate resolution
and execution of a counterpart of this Plan.

     

    “Release Date” means the date
on which a Participant’s signed Release Agreement required under
Section 6.1 of the Plan becomes irrevocable and
non-rescindable.

     

    “Separation from Service”
means an Employee’s cessation of the performance of services for La-Z-Boy
Incorporated and all of its Related Entities; provided, however, that a “Separation from Service”
shall not be deemed to have occurred for purposes of this Plan unless the
relevant circumstances constitute the Employee’s “Separation from Service”
within the meaning of Section 409A of the Code.

     

     “Severance Benefit
Period” means the period of time during which Severance Benefits are
payable to, or on behalf of, a particular Participant (as applicable), if that
Participant otherwise qualifies for Severance Benefits pursuant to the
provisions of this Plan.

     

    “Severance Benefits” means
the “Severance Pay” and
“COBRA Continuation
Coverage” benefits as defined and described in Article IV.

     

     “Termination Date”
means the date on which a Covered Termination becomes effective.

     

    
      
         

      

      
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    ARTICLE
III

     

    Eligibility
and Participation

     

    To be eligible for Severance Benefits
under the Plan, an Employee must become a Participant in this Plan and continue
to be a Participant immediately before the Participant’s Termination
Date.  An Employee will become a Participant in this Plan on the date
(but not prior to the Effective Date) that the Employee is designated as a
“Named Executive Officer” for purposes of La-Z-Boy Incorporated’s annual proxy
statement.  Each Participant shall be listed on Schedule A to this
Plan, which schedule may be updated from time to time by the
Company.  Severance Benefits may only be distributed to, or on behalf
of, a Participant (as applicable) if the remaining requirements of this Plan are
met.

     

    ARTICLE
IV

     

    Benefits

     

    Section 4.1.  Severance
Benefits and Duration.  A Participant who has a Separation from
Service that constitutes a Covered Termination shall be entitled to the
following Severance Benefits:

     

    
      	
              (a)  

            	
              Severance
      Pay - A Participant shall receive Monthly Base Pay according the
      applicable Employer’s standard payroll practices until the expiration of
      the Severance Benefit Period.

            


    

     

    
      	
              (b)  

            	
              COBRA
      Continuation Coverage – In the event that a Participant is otherwise
      eligible for COBRA and complies with all elections and procedures of the
      applicable plan, an applicable Employer shall, during the Severance
      Benefit Period, pay any amount of premiums necessary for the Participant
      to incur no more premium cost, on a monthly basis, than the Participant
      incurred immediately prior to the Participant’s Separation from Service;
      provided that the portion of the premium cost charged to the Participant
      subsequent to the Separation from Service may be increased or decreased on
      a basis consistent with the increase or decrease in premium cost charged
      by the applicable Employer to similarly situated Employees and
      Participants.  The Employer’s payments, as applicable, shall be
      made to the entity funding the applicable plan’s coverage and not to the
      Participant.  If Employee was a Key Employee and if (in the
      reasonable opinion of the Plan Administrator) such payments by the
      Employer during the six-month period following the Key Employee’s
      Separation from Service are not permitted under Section 409A of the
      Internal Revenue Code, then such payments may be postponed or suspended
      until the end of such six-month
period.

            


    

     

    Upon
termination of the Severance Benefit Period, any further health care coverage
under COBRA to which the Participant may be entitled under applicable law shall
continue only if the Participant (or beneficiary, as the case may be under
applicable law) pays the full cost thereof (using rates and procedures
applicable, from time to time, to the Employer’s standard COBRA
procedures).  Notwithstanding the foregoing, if COBRA continuation
coverage is no longer required to be provided to a Participant by law during the
Severance Benefit Period, any payments by an Employer related to COBRA on behalf
of that Participant (or qualified beneficiaries) under this Plan will also
terminate.

     

    Notwithstanding anything to the
contrary contained herein, a Participant must comply with the release
requirements of Section 6.1 to receive Severance Benefits.  In no
event shall any Participant be entitled to receive cash or other benefits in
lieu of COBRA Premiums, and the Severance Benefits (unless otherwise set forth
above) shall be provided in accordance with the Severance Benefit Period set
forth below:

     

    Participant’s Position with
La-Z-Boy Incorporated  Severance Benefit Period

     

    Chief Executive
Officer                                                                   24
months

     

     

    All other
Participants                                                                 12
months

     

    
      
         

      

      
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    ARTICLE
V

     

    Payment

     

    Section 5.1.  Delayed
Payment Date for Key Employees if Required.  Notwithstanding
anything to the contrary in this Plan, if a Participant is a Key Employee at the
time of Participant’s Separation from Service (other than due to death), then
the Severance Benefits payable to Participant under this Plan, if any, and any
other severance payments or separation benefits payments that may be considered
deferred compensation under Section 409A (together, the “Deferred Compensation
Separation Benefits”) otherwise due to the Participant on or within the
six-month period following such Separation from Service will accrue during such
six-month period and will become payable in a lump sum payment (less applicable
withholding taxes) on the date six months and one (1) day after such Separation
from Service. All subsequent payments, if any, will be payable in accordance
with the payment schedule applicable to each payment or
benefit.  Notwithstanding anything herein to the contrary, if a
Participant dies following the Participant’s Separation from Service but prior
to the six month anniversary of the Participant’s Separation from Service, then
any payments delayed in accordance with this paragraph will be payable in a lump
sum (less applicable withholding taxes) to Participant’s estate as soon as
administratively practicable after the date of Participant’s death and all other
Deferred Compensation Separation Benefits will be payable in accordance with the
payment schedule applicable to each payment or benefit. Each payment of
severance benefits to a Participant under this Agreement that is made by March
15 of the calendar year following the Participant’s Separation From Service and
is intended to not constitute a “deferral of compensation” by virtue of the
“short term deferral” rule of Treasury Regulations Section 1.409A-1(b)(4) shall
constitute a “separate payment” for purposes of application of that
rule.

    


    Section 5.2.  Death of
Participant.  In the event a Participant (including a
Participant who is a Key Employee) dies before receiving the Participant’s
Severance Pay under the Plan, the Severance Benefits shall terminate and no
further Severance Benefits shall be provided by this Plan on behalf of that
Participant, unless otherwise required by law.

    


    Section 5.3.  Change of
Control.  Notwithstanding any provision in this Plan to the
contrary, a Participant who receives any payment or benefit pursuant to a change
in control agreement with the Company (the “CIC Benefit”) shall not be entitled
to any payment or benefit pursuant to this Plan except to the extent that the
payment or benefit that the Participant would otherwise receive pursuant to this
Plan exceeds the CIC Benefit for the same period.

    


    Section 5.4.  Limitation on
Amount and Duration of Payments.  To assure compliance with
Labor Reg. § 2510.3-2(b)(2)(i), the total amount of Severance Pay shall not
exceed two times the Employee’s “annual compensation” during the year
immediately before the Employee's termination, within the meaning of such
regulation, and all installments of Severance Pay shall be completed within 24
months of the Employee’s Separation from Service.  Any payment that
would otherwise be required hereunder but that would, but for this Section 5.4,
be made after the conclusion of said 24-month period shall be included in the
last payment made to the Employee within said 24-month period.

     

    
      
         

      

      
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    ARTICLE
VI

     

    Requirement
of Effective Release; Integration with Other Benefits

     

    Section 6.1.  Releases
Generally.  In addition to the remaining requirements of this
Plan, it shall be a condition of eligibility for Severance Benefits that the
Participant shall have timely signed a release agreement (the “Release Agreement”) within
the period of time specified below and shall not have timely revoked or
rescinded such Release Agreement.  Such Release Agreement shall be in
a form acceptable to the Plan Administrator that complies with applicable law
and which is appropriate for the Participant’s classification.  The
Release Agreement may include, among other items, a covenant not to compete with
the Employers.  A Release Agreement must be signed no later than the
date specified in the form Release Agreement provided to the Participant by the
Plan Administrator.

     

    No Severance Pay shall be paid to a
Participant unless and until the Participant timely signs the Release Agreement
and the period of time for revoking or rescinding such agreement under
applicable law has expired without the Participant’s having revoked or rescinded
such agreement.

    


    Section 6.2.  Benefit
Programs Generally.  Severance Benefits under this Plan are in
addition to all pay (including accrued vacation pay) and other benefits normally
payable to a Participant as of the Participant’s Termination Date according to
the established applicable policies, plans, and procedures of La-Z-Boy
Incorporated and its Related Entities.

     

    ARTICLE
VII

     

    Discontinuance,
Reduction, or Repayment of Benefits Upon Re-Employment or For Cause

     

    Section
7.1.  Discontinuance, Reduction, or Repayment upon
Re-Employment.  If a Participant is subsequently employed by
any employer or engaged as a contractor before or after all of the Participant’s
Severance Benefits under this Plan have been paid or provided, the following
provisions shall apply:

     

    
      	
               
      

            	
              (a)

            	
              Severance
      Pay - A rehired Participant (whether hired or engaged as a contractor by
      Employers or some other party) shall be entitled to receive and retain the
      portion of the Participant’s Severance Pay that is attributable to the
      portion of the Severance Benefit Period (including any fraction of a
      month) from the Termination Date through the date the Participant is
      rehired.  For the portion of the Severance Benefit Period
      (including any fraction of a month) beginning with the date that the
      Participant is rehired, the Participant shall be entitled to receive and
      retain only that portion of the Participant’s Severance Pay that is in
      excess of the compensation the Participant receives from such new
      employment or engagement for such
period.

            


    

     

    
      	
               
      

            	
              (b)

            	
              COBRA
      Continuation Coverage - The Employer’s payments for COBRA Premiums related
      to COBRA Continuation Coverage shall terminate (prorated if necessary) as
      of the date that the Participant gains health coverage upon
      reemployment.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Discontinuance
      - Notwithstanding anything herein to the contrary, if, during the
      Severance Benefit Period, a Participant (i) begins work as an employee,
      independent contractor, owner, or in any other capacity, with a company or
      proprietorship that is in competition in the United States or Canada with
      La-Z-Boy Incorporated or any Related Entity as such business is conducted
      at the time of termination; or (ii) in any fashion, form, or manner,
      either directly or indirectly, solicits, interferes with, or endeavors to
      entice away from the Controlled Group any customer, employee, supplier,
      person, firm, corporation, or entity who regularly deals with the
      Controlled Group, or directly or indirectly interferes with, entices away,
      or causes any other entity to employ, any employee or contractor of the
      Controlled Group; or (iii) discloses to anyone trade secrets, commercially
      sensitive information, or other confidential information of the Controlled
      Group except as required by law, then the Severance Benefit Period shall
      thereupon immediately terminate, and the Participant shall thereafter not
      be entitled to any Severance
Benefits.

            


    

     

    
      
         

      

      
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              (d)

            	
              Repayment
      - The Participant shall promptly advise the Plan Administrator upon
      accepting other employment or work and prior to the commencement of such
      employment or work.  The Participant shall repay to the
      applicable Employer the portion, if any, of Severance Benefits that are in
      excess of the Participant’s entitlement as described
      herein.  The Participant shall repay to the applicable Employer
      all Severance Benefits paid if the Participant at any time discloses to
      anyone trade secrets, commercially sensitive information, or other
      confidential information of the Controlled Group except as required by
      law.  The Employers shall have the right to seek enforcement of
      their rights to repayment in any court of competent
      jurisdiction.  Nothing in this section shall be construed to
      limit any other remedy that the Employers’ may
  have.

            


    

     

    Section
7.2.  Discontinuance or Repayment for
Cause.  Notwithstanding any other provision of the Plan, if the
Plan Administrator determines, at any time, that a Participant committed any act
or omission, while the Participant was employed by an Employer, that would
constitute Cause, then (i) payment of any Severance Benefits otherwise
payable to the Participant under the Plan shall cease; (ii) payments by the
Employer for COBRA Premiums shall cease; and (iii) the Participant shall
repay any and all Severance Pay previously paid to the Participant under the
terms of this Plan and reimburse the Employer for any payments by the Employer
for COBRA Premiums.  The Employers shall have the right to seek
enforcement of their rights under clause (iii) above in any court of
competent jurisdiction.

     

    ARTICLE
VIII

     

    Plan
Administration

     

    Section 8.1.  General
Administration.  La-Z-Boy Incorporated may appoint one or more
individuals or a committee to serve as Plan Administrator for the
Plan.  In the absence of such an appointment, the Plan Administrator
shall be the Compensation Committee of La-Z-Boy Incorporated.  The
Plan Administrator shall have the discretionary authority to determine
eligibility for Severance Benefits under the Plan and to construe the terms of
the Plan, including the making of factual determinations.  Benefits
under the Plan shall be paid only if the Plan Administrator decides in its
discretion that a Claimant is entitled to such benefits.  The
decisions of the Plan Administrator shall be final and conclusive with respect
to all questions concerning administration and interpretation of the Plan and
those decisions shall be given the most deference allowed by law, including case
law.  The Plan Administrator may delegate to other persons
responsibilities for performing certain of the duties of the Plan Administrator
under the terms of the Plan and may seek such professional advice as the Plan
Administrator deems reasonably necessary with respect to the
Plan.  The Plan Administrator shall be entitled to rely on the
information and advice furnished by such delegates and professionals unless the
Plan Administrator has actual knowledge that such information and advice is
inaccurate or unlawful.

     

    Section 8.2.  Code Section
409A and other Compliance. To the extent that this Plan is subject to
Section 409A of the Code, La-Z-Boy Incorporated intends for the Plan to comply
with the requirements of Section 409A of the Code and Treasury Regulations
promulgated thereunder and other applicable rulings and guidance (but this Plan
shall not be deemed to be subject to such law, regulations or guidance merely by
virtue of the references contained herein).  The Plan Administrator
shall have authority to interpret and administer the Plan to comply with Code
Section 409A, Section 16 of the Securities Exchange Act of 1934 and other laws,
regulations and controlling guidance to the extent applicable.

     

    ARTICLE
IX

     

    Claims
Procedure

     

    Section 9.1.  Filing a
Claim.  Any individual (“Claimant”) who believes he is eligible
for Severance Benefits under this Plan that have not been provided may submit an
application for Severance Benefits to the Plan Administrator (or to such other
person who may be designated by the Plan Administrator) in writing in such form
as is provided or approved by the Plan Administrator.  A Claimant
shall have no right to seek review of a denial of Severance Benefits, or to
bring any action in any court to enforce a claim, prior to filing a claim
(“Claim”) and exhausting rights under this Article IX.

     

    
      
         

      

      
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    When a Claim has been filed properly,
it shall be evaluated and the Claimant shall be notified of the approval or the
denial of the Claim within ninety (90) days after the receipt of such Claim
unless special circumstances require an extension of time for processing the
Claim.  If such an extension of time for processing is required,
written notice of the extension shall be furnished to the Claimant prior to the
termination of the initial ninety (90) day period, which notice shall
specify the special circumstances requiring an extension and the date by which a
final decision will be reached (which date shall not be later than one hundred
and eighty (180) days after the date on which the Claim was
filed).  A Claimant shall be given a written notice in which the
Claimant shall be advised as to whether the Claim is granted or denied, in whole
or in part.  If a Claim is denied, in whole or in part, the notice
shall contain (a) the specific reasons for the denial, (b) references
to pertinent Plan provisions on which the denial is based, (c) a
description of any additional material or information necessary to perfect the
Claim and an explanation of why such material or information is necessary, and
(d) the Claimant’s right to seek review of the denial.

     

    Section 9.2.  Review of
Claim Denial.  If a Claim is denied, in whole or in part, the
Claimant shall have the right to (a) request that the Plan Administrator
review the denial, (b) review pertinent documents, and (c) submit
issues and comments in writing, provided that the Claimant files a written
request for review with the Plan Administrator within sixty (60) days after
the date on which the Claimant received written notification of the
denial.  Within sixty (60) days after a request for review is
received, the review shall be made and the Claimant shall be advised in writing
of the decision on review, unless special circumstances require an extension of
time for processing the review, in which case the Claimant shall be given a
written notification within such initial sixty (60) day period specifying the
reasons for the extension and when such review will be completed (provided that
such review will be completed within one hundred and twenty (120) days
after the date on which the request for review was filed). The decision on
review by the Plan Administrator shall be forwarded to the Claimant in writing
and shall include specific reasons for the decision and reference to Plan
provisions on which the decision is based.  A decision on review shall
be final and binding on all persons for all purposes.

     

    ARTICLE
X

     

    Amendment
and Termination

     

    La-Z-Boy Incorporated reserves the
right to modify or amend the Plan from time to time in writing or to terminate
the Plan; provided, however, that no such amendment or termination shall reduce
the amount of Severance Benefits payable to any Participant whose Termination
Date has already occurred, who has signed and not revoked or rescinded a Release
Agreement required by Section 6.1, and who has completed all other
applicable paperwork on or before the effective date of such amendment or
termination.  Notwithstanding the foregoing, the Plan may be amended
or modified (i) to the extent necessary or advisable to comply with or
obtain the benefits or advantages under the provisions of applicable law,
regulations or rulings or requirements of the Internal Revenue Service or other
governmental agency or of changes in such law, regulations, ruling or
requirements (including, without limitation, any amendment necessary to comply
with or secure an exemption from Section 409A of the Code) or (ii) to
adopt any other procedural or cosmetic amendment that does not materially change
the benefits to Participants or materially increase the cost of the benefits
provided hereunder.  No oral or written representations contrary to
the terms of the Plan shall be binding.

     

    ARTICLE
XI

     

    Miscellaneous

     

    Section 11.1.  Participant
Information.  Each Participant shall notify the Plan
Administrator of the Participant’s current contact information and changes
thereto.  In addition, each Participant shall be required to furnish
the Plan Administrator with any other information and data that the Plan
Administrator considers necessary for the proper administration of the
Plan.  The information provided by the Participant under this
provision shall be binding on the Participant and the Participant’s dependents,
beneficiaries, and similar parties (to the extent applicable, if any) for all
purposes of the Plan, unless such representations are known to be
false.  The receipt of Severance Benefits under the Plan by each
Participant is conditioned on the Participant’s furnishing true and complete
data, evidence, or other information, and the Participant’s timely signing of
any document related to the Plan and otherwise requested by the Plan
Administrator.

     

    
      
         

      

      
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    Section 11.2.  Successors
and Assigns.  The obligations of the Employers under the Plan
shall be assumed by their successors and assigns, including, but not limited to,
any person or entity receiving the transfer of stock or assets of an
Employer.

     

    Section 11.3.  Employment
Rights.  The existence of the Plan shall not confer any legal
or other rights on any Employee to continue employment, and, absent any other
agreement to the contrary, the Employers reserve the right to terminate any
Employee with or without cause at any time, notwithstanding the provisions of
this Plan.

     

    Section 11.4.  Controlling
Law.  The provisions of this Plan shall be governed, construed,
and administered in accordance with the laws of the State of Michigan unless
otherwise preempted by ERISA or other federal law.

     

    Section
11.5.  Notices.  Any notice, request, election, or
other communication under this Plan shall be in writing and shall be considered
given when delivered personally, electronically mailed, or mailed by first-class
mail properly addressed (which, in the case of a Participant, shall include
mailing to the last address provided to the Plan Administrator by such
Participant).  Notice to the Plan Administrator shall be acceptable if
to the following: Compensation Committee of La-Z-Boy Incorporated, 1284 North
Telegraph Road, Monroe, Michigan  48162.

     

    Section 11.6.  Interests
Not Transferable.  The interest of any Participant entitled to
Severance Benefits under the Plan is not subject to sale, transferability,
alienation, assignment, or encumbrance except as otherwise provided herein or as
provided by ERISA or other controlling law.

     

    Section 11.7.  Mistake of
Fact or Law.  Any mistake of fact or law shall be corrected
when it becomes known and proper adjustment made by reason thereof.  A
Participant shall be required to return any payment, or portion thereof, made by
mistake of fact or law to the applicable Employer that made such
payment.

     

    Section 11.8.  Plan
Funding.  No person shall acquire by reason of the Plan any
right in or title to any assets, funds, or property of any
Employer.  Any Severance Benefits that become payable under the Plan
are unfunded obligations of the Participant’s Employer and shall be paid from
the general assets of such Employer.

    


    Section
11.9.  Headings.  The headings in this Plan are for
convenience of reference and shall not be given substantive effect.

     

    Section
11.10.  Severability.  If any provision of this Plan
is held illegal or invalid for any reason, the remaining provisions of this Plan
shall not be affected.

     

    Section
11.11.  Withholding.  Notwithstanding any other
provision of this Plan, the Employers may withhold from any and all Severance
Benefits federal, state, or local or foreign taxes as may be required to be
withheld pursuant to any applicable law or regulation.

     

    Section
11.12.  Indemnification.  Any individual serving as
Plan Administrator without compensation, and each and every Employee to whom are
delegated duties, responsibilities, and authority with respect to the Plan,
shall be indemnified to the fullest extent permitted by applicable law and the
bylaws or other corporate documents of the Employers.

     

     

    
      
         

      

      
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    Executed this _­­_____ day of
June, 2010.

     

    LA-Z-BOY
INCORPORATED

    


    


    By:                                                      

     

    Its:                                                      

     

    


     

    Adopting
Employers:

     

    


     

    England,
Inc.

     

    By:                                                      

     

    Its:                                                      

     

    


     

    Kincaid
Furniture Company, Incorporated

     

    By:                                                      

     

    Its:                                                      

     

    


     

    La-Z-Boy
Retail, Inc.

     

    By:                                                      

     

    Its:                                                      

     

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    Schedule
A

    to
La-Z-Boy Incorporated Severance Plan for Named Executive Officers

    


    This
schedule sets forth the Participants in the La-Z-Boy Incorporated Severance Plan
for Named Executive Officers as determined by the Article III of the Plan and
any other relevant provisions and Plan interpretations:

    


    


    
      	
               

              Participant

               

            	
               

              Date
      of Participation

            	
               

              Position
      in La-Z-Boy Incorporated

            
	
               

              Kurt
      L. Darrow

               

            	
               

              June
      11, 2010

            	
               

              Chief
      Executive Officer

               

            
	
               

              Mark
      S. Bacon, Sr.

               

            	
               

              June
      11, 2010

            	
               

              Senior
      Vice President

            
	
               

              Steven
      M. Kincaid

               

            	
               

              June
      11, 2010

            	
               

              Senior
      Vice President

            
	
               

              Louis
      M. Riccio, Jr.

               

            	
               

              June
      11, 2010

            	
               

              Senior
      Vice President

            
	
               

              Otis
      S. Sawyer

               

            	
               

              June
      11, 2010

            	
               

              Senior
      Vice President

            


    

    


    


    
      
         

      

      
        10