ex10_2.htm


    
      

    

    Exhibit
10.2

    


    


    


    


     

    


    


    2007
EQUITY PLAN

    


    


    FOR
NON-EMPLOYEE DIRECTORS OF

    HNI
CORPORATION

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    TABLE
OF CONTENTS

    


    
      	 	 	Page
	 	 	 
	
              I.

            	
              PURPOSES;
      EFFECT ON PRIOR PLANS

            	
              3

            
	 
      	
              1.1

            	
              Purpose

            	
              3

            
	 
      	
              1.2

            	
              Effect
      on Prior Plans

            	
              3

            
	 	 	 
	
              II.

            	
              DEFINITIONS

            	
              3

            
	 	 	 
	
              III.

            	
              ADMINISTRATION

            	
              7

            
	 
      	
              3.1

            	
              Administration
      by the Board; Delegation

            	
              7

            
	 
      	
              3.2

            	
              Administrative
      Powers

            	
              7

            
	 
      	
              3.3

            	
              Professional
      Assistance; Good Faith Actions

            	
              7

            
	 
      	
              3.4

            	
              Liability
      and Indemnification of Board Members

            	
              7

            
	 	 	 
	
              IV.

            	
              ELIGIBILITY

            	
              8

            
	 	 	 
	
              V.

            	
              SHARES
      AVAILABLE FOR AWARDS

            	
              8

            
	 
      	
              5.1

            	
              Shares
      Available

            	
              8

            
	 
      	
              5.2

            	
              Accounting
      for Awards

            	
              8

            
	 
      	
              5.3

            	
              Adjustments

            	
              8

            
	 	 	 
	
              VI.

            	
              OPTIONS

            	
              8

            
	 
      	
              6.1

            	
              Options

            	
              8

            
	 
      	
              6.2

            	
              Exercise
      Price

            	
              9

            
	 
      	
              6.3

            	
              Option
      Term

            	
              9

            
	 
      	
              6.4

            	
              Time,
      Method and Conditions of Exercise

            	
              9

            
	 	 	 
	
              VII.

            	
              STOCK
      AWARDS

            	
              9

            
	 
      	
              7.1

            	
              Restricted
      Stock

            	
              9

            
	 
      	
              7.2

            	
              Stock
      Grant Awards

            	
              10

            
	 
      	
              7.3

            	
              Additional
      Cash Award to Offset Tax

            	
              10

            
	 	 	 
	
              VIII.

            	
              GENERAL
      PROVISIONS GOVERNING AWARDS

            	
              10

            
	 
      	
              8.1

            	
              Consideration
      for Awards

            	
              10

            
	 
      	
              8.2

            	
              Awards
      Subject to Performance Measures

            	
              10

            
	 
      	
              8.3

            	
              Awards
      May Be Granted Separately or Together

            	
              10

            
	 
      	
              8.4

            	
              Forms
      of Payment under Awards

            	
              10

            
	 
      	
              8.5

            	
              Separation
      from Service; Vesting

            	
              10

            
	 
      	
              8.6

            	
              Limits
      on Transfer of Awards

            	
              12

            
	 
      	
              8.7

            	
              Restrictions;
      Securities Exchange Listing

            	
              12

            
	 	 	 
	
              IX.

            	
              ELECTION
      TO RECEIVE FEES IN SHARES

            	
              13

            
	 
      	
              9.1

            	
              Election
      to Receive Fees in Shares

            	
              13

            
	 
      	
              9.2

            	
              Participation
      Agreement.

            	
              13

            
	 
      	
              9.3

            	
              Issuance
      of Shares

            	
              13

            
	 
      	
              9.4

            	
              Holding
      Period

            	
              13

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    
      	X. 	
              AMENDMENT
      AND TERMINATION; CORRECTIONS

            	13 
	 
      	
              10.1

            	
              Amendments
      to the Plan

            	
              13

            
	 
      	
              10.2

            	
              Amendments
      to Awards

            	
              14

            
	 
      	
              10.3

            	
              Correction
      of Defects, Omissions and Inconsistencies

            	
              14

            
	 	 	 
	
              XI.

            	
              GENERAL
      PROVISIONS GOVERNING PLAN

            	
              14

            
	 
      	
              11.1

            	
              No
      Rights to Awards

            	
              14

            
	 
      	
              11.2

            	
              Rights
      as Stockholder

            	
              14

            
	 
      	
              11.3

            	
              Governing
      Law

            	
              14

            
	 
      	
              11.4

            	
              Award
      Agreements

            	
              14

            
	 
      	
              11.5

            	
              No
      Limit on Compensation Plans or Arrangements

            	
              14

            
	 
      	
              11.6

            	
              No
      Right to Remain a Director

            	
              14

            
	 
      	
              11.7

            	
              Severability

            	
              15

            
	 
      	
              11.8

            	
              No
      Trust or Fund Created

            	
              15

            
	 
      	
              11.9

            	
              Securities
      Matters

            	
              15

            
	 
      	
              11.10

            	
              No
      Fractional Shares

            	
              15

            
	 
      	
              11.11

            	
              Headings

            	
              15

            
	 
      	
              11.12

            	
              Nontransferability

            	
              15

            
	 
      	
              11.13

            	
              No
      Other Agreements

            	
              15

            
	 
      	
              11.14

            	
              Incapacity

            	
              15

            
	 
      	
              11.15

            	
              Release

            	
              15

            
	 
      	
              11.16

            	
              Notices

            	
              16

            
	 
      	
              11.17

            	
              Successors

            	
              16

            
	 	 	 
	
              XII.

            	
              EFFECTIVE
      DATE AND TERM OF PLAN

            	
              16

            


    

    


    



    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    2007
EQUITY PLAN

    FOR
NON-EMPLOYEE DIRECTORS OF

    HNI
CORPORATION

    


    HNI Corporation, an Iowa corporation
(the “Corporation”), first adopted the 2007 Equity Plan for Non-Employee
Directors of HNI Corporation (the “Plan”) on May 8, 2007.  The Plan
was amended and restated effective May 8, 2007 to comply with Section 409A of
the Internal Revenue Code.  The Corporation hereby amends and restates
the Plan, effective November 19, 2009.

    


    I.           PURPOSES; EFFECT ON PRIOR
PLANS

    


    1.1           Purpose.  The purpose of
the Plan is to aid the Corporation in recruiting and retaining non-employee
directors (“Outside Directors”) capable of assuring the future success of the
Corporation through the grant of Awards of stock-based compensation and the
opportunity to receive fees in the form of stock of the
Corporation.  The Corporation expects the Awards and opportunities for
stock ownership in the Corporation will provide incentives to Outside Directors
to exert their best efforts for the success of the Corporation’s business and
thereby align the interests of Outside Directors with those of the Corporation’s
stockholders.

    


    1.2           Effect on
Prior Plans.  From and after
the date of stockholder approval of the Plan, no awards shall be granted under
the 1997 Equity Plan for Non-Employee Directors of HNI Corporation, as amended,
but all outstanding awards previously granted under that plan shall remain
outstanding in accordance with their terms.

     

    II.           DEFINITIONS

    


    In addition to other terms that may be
defined elsewhere herein, wherever the following terms are used in this Plan
with initial capital letters, they shall have the meanings specified below,
unless the context clearly indicates otherwise.

    


    
      	
               
      

            	
              (a)

            	
              “Award” means an Option,
      Restricted Stock or Stock Grant Award granted under the
      Plan.  The term “Award” shall also mean Shares issued to a
      Participant pursuant to a Participation Agreement under Article 9 of the
      Plan.

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Award Agreement” means
      any written agreement, contract or other instrument or document evidencing
      an Award granted under the Plan.  Each Award Agreement shall be
      subject to the applicable terms and conditions of the Plan and any other
      terms and conditions (not inconsistent with the Plan) determined by the
      Board.

            


    

    


    
      	
               
      

            	
              (c)

            	
              “Board” means the Board
      of Directors of the Corporation.

            


    

    


    
      	
               
      

            	
              (d)

            	
              “Chairman” means the
      Chairman of the Board.

            


    

    


    
      	
               
      

            	
              (e)

            	
              “Change in Control”
      means:

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (i)          
 the acquisition by any individual, entity or group (with the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the combined
voting power of the then outstanding voting securities of the Corporation
entitled to vote generally in the election of directors (the “Outstanding
Corporation Voting Securities”); provided, however, that for purposes of this
subsection (i), the following acquisitions shall not constitute a Change in
Control:  (I) any acquisition directly from the Corporation; (II) any
acquisition by the Corporation; (III) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Corporation or any
corporation controlled by the Corporation; or (IV) any acquisition by any
corporation pursuant to a transaction which complies with clauses (A), (B) and
(C) of subsection (iii) of this paragraph; or

     

    (ii)           individuals
who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease
during a 12-month period for any reason to constitute a majority of the Board;
provided, however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the Corporation’s
shareholders, was approved by a vote of a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or

    


    (iii)           consummation
of a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets of the Corporation (a “Business
Combination”), in each case, unless, following such Business
Combination:  (A) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Corporation Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, 50% or more of, respectively, the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Corporation or all or substantially all of the
Corporation’s assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Corporation Voting Securities; (B) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Corporation or such
corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 35% or more of the combined voting power of the then
outstanding voting securities of such corporation except to the extent that such
ownership existed prior to the Business Combination; and (C) at least a majority
of the members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for
such Business Combination, if such change in the members of the Board was not
indorsed by a majority of the members of the Incumbent Board.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (f)

            	
              “Code” means the
      Internal Revenue Code of 1986, as amended, and any regulations promulgated
      thereunder.

            


    

    


    
      	
               
      

            	
              (g)

            	
              “Corporation” means HNI
      Corporation, an Iowa corporation.

            


    

    


    
      	
               
      

            	
              (h)

            	
              “Director” means a
      member of the Board.

            


    

    


    
      	
               
      

            	
              (i)

            	
              “Disability,” of a Director, means
      the inability of the Director to perform his or her services as a Director
      for six months.

            


    

    


    
      	
               
      

            	
              (j)

            	
              “Exchange Act” means the
      Securities Exchange Act of 1934, as
amended.

            


    

    


    
      	
               
      

            	
              (k)

            	
              “Fair Market Value,” of
      a Share, means the closing
      price of a Share as reported on the New York Stock Exchange on the date as
      of which such value is being determined, or, if there are no reported
      transactions for such date, on the next preceding date for which
      transactions were reported; provided, however, if Fair Market Value for
      any date cannot be so determined, Fair Market Value shall be determined by
      the Board by whatever means or method as the Board, in the good faith
      exercise of its discretion, shall at such time deem reasonable and within
      the meaning of Code Section 409A and the regulations
      thereunder.

            


    

    


    
      	
               
      

            	
              (l)

            	
              “Fees,” of an Outside
      Director, means the Outside Director’s annual retainer, meeting fees and
      any other amounts payable to the Outside Director by the Corporation for
      services performed as an Outside Director, excluding any amounts
      distributable under the Plan.

            


    

    


    
      	
               
      

            	
              (m)

            	
              “Option” means an option
      granted under Article 6 of the Plan to purchase Shares.  All
      Options granted under the Plan shall be “non-statutory stock options,”
      meaning they are not intended to satisfy the requirements set forth in
      Section 422 of the Code to be “incentive stock
  options.”

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (n)

            	
              “Outside Director” means
      a member of the Board who is not an employee of the Corporation or a
      Subsidiary.

            


    

    


    
      	
               
      

            	
              (o)

            	
              “Participant” means an
      Outside Director who receives an Award under the Plan, including an
      Outside Director who enters into a Participation Agreement pursuant to
      Section 9.2 of the Plan.

            


    

    


    
      	
               
      

            	
              (p)

            	
              “Participation Agreement”
      means the agreement entered into by an Outside Director pursuant to
      Section 9.2 of the Plan under which the Outside Director elects to receive
      Fees in the form of Shares rather than
cash.

            


    

    


    
      	
               
      

            	
              (q)

            	
              “Performance Measure”
      means the criteria and objectives established by the Board, which
      shall be satisfied or met as a condition to the exercisability, vesting or
      receipt of all or a portion of an Award.  Such criteria and
      objectives may include, but are not limited to, the attainment by a Share
      of a specified Fair Market Value for a specified period of time, earnings
      per Share, return to stockholders (including dividends), return on equity,
      earnings of the Corporation, revenues, market share, cash flow or cost
      reduction goals or any combination of the foregoing and any other criteria
      and objectives established by the Board.  In the sole discretion
      of the Board, the Board may amend or adjust the Performance Measures or
      other terms and conditions of an outstanding Award in recognition of
      unusual or nonrecurring events affecting the Corporation or its financial
      statements or changes in law or accounting
  principles.

            


    

    


    
      	
               
      

            	
              (r)

            	
              “Plan” means the “2007
      Equity Plan for Non-Employee Directors of HNI Corporation,” as set forth
      herein and as may be amended or restated from time to
  time.

            


    

    


    
      	
               
      

            	
              (s)

            	
              “Restricted Stock” means
      Shares subject to forfeiture restrictions established by the
      Board.

            


    

    


    
      	
               
      

            	
              (t)

            	
              “Restricted Stock Award”
      means a grant of Restricted Stock under Section 7.1 of the
      Plan.

            


    

    


    
      	
               
      

            	
              (u)

            	
              “Retirement Eligible
      Date,” of a Participant, means the date on which the Participant
      attains age 55 with at least ten
      years of service as a Board member.  The Chairman or, with
      respect to the Chairman if the Chairman is a Participant, the Board, in
      his, her or its discretion, may waive or reduce the ten-year service
      requirement with respect to a Participant; provided if any such waiver or
      reduction applies to a benefit subject to Section 409A of the Code, such
      waiver or reduction is made before the Outside Director performs the
      services for which the benefit is
payable.

            


    

    


    
      	
               
      

            	
              (v)

            	
              “Separation from
      Service,” with respect to a Participant, has the meaning set forth
      in Treasury Regulation Section 1.409A-1(h) or any subsequent
      authority.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (w)

            	
              “Share” means a Share of
      common stock, par value of $1.00, of the Corporation or any other
      securities or property as may become subject to an Award pursuant to an
      adjustment made under Section 5.3 of the
Plan.

            


    

    


    
      	
               
      

            	
              (x)

            	
              “Stock Grant Award”
      means any right granted under Section 7.2 of the
  Plan.

            


    

    


    
      	
               
      

            	
              (y)

            	
              “Subsidiary” means any
      corporation, joint venture, partnership, limited liability company,
      unincorporated association or other entity in which the Corporation has a
      direct or indirect ownership or other equity interest and directly or
      indirectly owns or controls 50 percent or more of the total combined
      voting or other decision-making
power.

            


    

    


    III.           ADMINISTRATION

    


    3.1           Administration
by the Board; Delegation.  The Plan shall be
administered by the Board, which may from time to time delegate all or any part
of its authority under the Plan to a committee or subcommittee of not less than
two Directors appointed by the Board who are “non-employee directors” within the
meaning of that term as defined in Rule 16b-3 under the Exchange
Act.  To the extent of any delegation by the Board under the Plan,
references in the Plan to the Board shall also refer to the applicable committee
or subcommittee.  The majority of any such committee or subcommittee
shall constitute a quorum, and the action of a majority of its members present
at any meeting at which a quorum is present, or acts unanimously approved in
writing, shall be the acts of such committee or subcommittee.

    


    3.2           Administrative
Powers.  The Board shall
have the power and authority to interpret the Plan and any Award or Award
Agreement entered into under the Plan, to establish, amend, waive and rescind
any rules and regulations relating to the administration of the Plan (including
without limitation, the manner in which Participants shall make elections
pursuant to Section 9.2 of the Plan and the terms of a Participation Agreement),
to determine the terms and provisions of the Award Agreements (not inconsistent
with the terms of the Plan), and to make all other determinations necessary or
advisable for the administration of the Plan.  The determinations of
the Board in the administration of the Plan, as described in the Plan, shall be
final, binding and conclusive.

    


    3.3           Professional
Assistance; Good Faith Actions.  All expenses and
liabilities members of the Board incur in connection with the administration of
the Plan shall be borne by the Corporation.  The Board may employ
attorneys, consultants, accountants, appraisers, brokers or other
persons.  The Board, the Corporation and the Corporation’s officers
and Directors shall be entitled to rely upon the advice, opinions or valuations
of any such persons.

    


    3.4           Liability
and Indemnification of Board Members. No member of the Board
shall be liable for any act, omission, interpretation, construction or
determination made in connection with the Plan in good faith, and the members of
the Board shall be entitled to indemnification and reimbursement by the
Corporation in respect of any claim, loss, damage or expense (including
attorneys’ fees) arising therefrom to the full extent permitted by law, except
as otherwise may be provided in the Corporation’s Articles of Incorporation,
By-laws and under any directors' and officers' liability insurance that may be
in effect from time to time.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    IV.           ELIGIBILITY

    


    Participation
in the Plan shall be limited to Outside Directors.

    


    V.           SHARES
AVAILABLE FOR AWARDS

    


    5.1           Shares
Available. Subject to adjustment
as provided in Section 5.3, the total number of Shares available for all grants
of Awards under the Plan shall be 300,000 Shares.  Shares to be issued
under the Plan will be authorized but unissued Shares or Shares that have been
reacquired by the Corporation and designated as treasury
shares.  Shares subject to Awards that terminate, lapse or are
cancelled or forfeited shall be available again for grant under the
Plan.  Shares tendered by a Participant or withheld by the Corporation
as full or partial payment to the Corporation of the purchase or exercise price
relating to an Award shall not be available for future grants under the
Plan.

    


    5.2           Accounting
for Awards. For purposes of this
Article 5, if an Award entitles the holder thereof to receive or purchase
Shares, the number of Shares covered by such Award or to which such Award
relates shall be counted on the date of grant of such Award against the
aggregate number of Shares available for granting Awards.  For
purposes hereof, an Award of Shares pursuant to a Participation Agreement under
Article 9 shall be deemed to be granted on the date the Shares are issued to the
Participant.

    


    5.3           Adjustments. In the event any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Corporation,
issuance of warrants or other rights to purchase Shares or other securities of
the Corporation or other similar corporate transaction or event affects the
Shares such that an adjustment is required in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Board shall, in such manner as it may deem equitable,
adjust any or all of:  (i) the number and type of Shares (or other
securities or other property) that thereafter may be made the subject of Awards;
(ii) the number and type of Shares (or other securities or other property)
subject to outstanding Awards; (iii) the purchase or exercise price with respect
to any Award; and (iv) the number and type of Shares (or other securities or
other property) payable under a Participation Agreement pursuant to Article 9,
provided such change is made in accordance with the requirements of Treas. Reg.
§ 1.409A-1(a)(5)(iii)(E)(4).

    


    VI.           OPTIONS

    


    6.1           Options.  The Board may
grant Options with the terms and conditions set forth in this Article 6 and with
such additional terms and conditions not inconsistent with the provisions of the
Plan as the Board shall determine.

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    6.2           Exercise
Price.  The purchase
price per Share purchasable under an Option shall be determined by the Board and
shall not be less than 100% of the Fair Market Value of a Share on the date of
grant of such Option.

     

    6.3           Option
Term. The term of each Option
shall be fixed by the Board but shall not be longer than ten years.

     

    6.4           Time,
Method and Conditions of Exercise. The Board shall
determine the time or times at which an Option may be exercised in whole or in
part, the method or methods by which, and the form or forms (including, without
limitation, cash or Shares having a Fair Market Value on the exercise date equal
to the applicable exercise price) in which, payment of the exercise price with
respect thereto may be made or deemed to have been made.

     

    VII.           STOCK
AWARDS

    


    7.1           Restricted
Stock.  The Board may
grant Awards of Restricted Stock with the following terms and conditions and
with such additional terms and conditions not inconsistent with the provisions
of the Plan as the Board shall determine:

     

    (a)           Restrictions.  Shares
of Restricted Stock shall be subject to such restrictions as the Board may
impose (including, without limitation, satisfaction of Performance Measures or a
performance period and a restriction on the right to vote a Share of Restricted
Stock or the right to receive any dividend or other right or property with
respect thereto), which restrictions may lapse separately or in combination at
such time or times, in such installments or otherwise, as the Board may deem
appropriate.  The minimum vesting period of such Awards shall be one
year from the date of grant.

     

    (b)           Forfeiture.  Subject
to Sections 8.5, upon a Participant’s Separation from Service during the
applicable restriction period, all Shares of Restricted Stock held by the
Participant at such time shall be forfeited and reacquired by the
Corporation.

     

    (c)           Issuance and Delivery of
Shares.  Any Restricted Stock granted under the Plan shall be
issued at the time the Restricted Stock Award is granted and may be evidenced in
such manner as the Board may deem appropriate, including book-entry registration
or issuance of a stock certificate or certificates, which certificate or
certificates shall be held by the Corporation.  Such certificate or
certificates shall be registered in the name of the Participant and shall bear
an appropriate legend referring to the restrictions applicable to such
Restricted Stock.  Shares representing Restricted Stock no longer
subject to restrictions shall be delivered to the Participant promptly after the
applicable restrictions lapse or are waived.

     

    (d)           Restrictions on
Dividends.  Any Award of Restricted Stock may require any or
all dividends or other distributions paid on the Shares during the period of
restriction be automatically sequestered and reinvested on an immediate or
deferred basis in additional Shares, in which case such additional Shares shall
be subject to the same restrictions as the underlying Restricted Stock or such
other restrictions as the Board may determine.

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    7.2           Stock
Grant Awards.  The Board may
grant Shares without restrictions thereon.  Subject to the terms of
the Plan, Stock Grant Awards may have such terms and conditions as the Board
shall determine.

     

    7.3           Additional
Cash Award to Offset Tax.  The Board may
provide, at or after the time of grant of a Restricted Stock Award or Stock
Grant Award, for the payment of a cash award to the Participant intended to
offset the amount of tax the Participant may incur in connection with such
Award, including, without limitation, tax on the receipt of such cash award;
provided, however, any such payment shall be made no later than by the end of
the Participant’s taxable year next following the Participant’s taxable year in
which the related taxes are remitted to the taxing authority.

     

    VIII.           GENERAL PROVISIONS GOVERNING
AWARDS

    


    8.1           Consideration
for Awards.  Awards may be
granted for no cash consideration or for any cash or other consideration as may
be determined by the Board or required by applicable law.

     

    8.2           Awards
Subject to Performance Measures.  The Board may, in
its discretion, establish Performance Measures which shall be satisfied or met
as a condition to the grant or exercisability of an Award or portion
thereof.  Subject to the terms of the Plan and any applicable Award
Agreement, the Performance Measures to be achieved during any performance
period, the length of any performance period, the amount of any Award granted,
the amount of any payment or transfer to be made pursuant to any such Award and
any other terms and conditions applicable thereto shall be determined by the
Board.

    


    8.3           Awards
May Be Granted Separately or Together. Awards may, in the
discretion of the Board, be granted either alone or in addition to, in tandem
with, or in substitution for, any other Award or any award granted under any
other plan of the Corporation or any Subsidiary.  Awards granted in
addition to or in tandem with other Awards or in addition to or in tandem with
awards granted under any other plan of the Corporation or any Subsidiary may be
granted either at the same time as, or at a different time from, the grant of
such other Awards or awards.

     

    8.4        
 Forms of
Payment under Awards.  Subject to the
terms of the Plan and of any applicable Award Agreement, payments or transfers
to be made by the Corporation upon the grant, exercise or payment of an Award
may be made in such form or forms as the Board shall determine (including,
without limitation, cash, Shares, other securities, other Awards or other
property, or any combination thereof), and may be made in a single payment or
transfer, in installments or on a deferred basis, in each case in accordance
with rules and procedures established by the Board.  Such rules and
procedures may include, without limitation, provisions for the payment or
crediting of reasonable interest on installment or deferred
payments.

     

    8.5        
 Separation
from Service; Vesting.  All of the terms
relating to the exercise, cancellation, forfeiture or other disposition of an
Award upon a Separation from Service of a Participant shall be determined by the
Board.  Such determination shall be made at the time of the grant of
such Award and shall be specified in the Award Agreement relating to the
Award.  Notwithstanding the foregoing or any other provision of the
Plan to the contrary:

     

    
      
         


      

      
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    (a)            If
a Participant becomes an employee of the Corporation or a Subsidiary while
continuing to serve as a Director, that fact alone shall not result in a
Separation from Service or otherwise impair the rights such Director may have
under the Plan, including, without limitation, the rights such Director may have
under any Award outstanding under the Plan, but such Director shall no longer be
eligible to receive any further Awards under the Plan.

    


    (b)            Each
Award granted under the Plan shall become fully exercisable and vested upon the
Participant’s death, Disability or the occurrence of a Change in Control,
provided such Award had not then otherwise expired and the Participant is an
Outside Director or employee of the Corporation on the date of death, Disability
or a Change in Control.  In addition thereto, in the case of an Award
of an Option, such Award shall become fully exercisable and vested upon the
Participant’s Retirement Eligible Date, provided such Award had not then
otherwise expired and the Participant is an Outside Director or is employed by
the Corporation on the Retirement Eligible Date.

    


    (c)            In
the event of hardship or other special circumstances of a Participant who holds
an Option Award that is not immediately exercisable or a Restricted Stock Award
then subject to the restrictions set forth in Section 7.1(a) or a Stock Grant
Award subject to the transfer restrictions set forth Section 8.6, the Board or
the Chairman may in its (or his or her) sole discretion take any action it (or
he or she) deems to be equitable under the circumstances or in the best
interests of the Corporation, including, without limitation, waiving or
modifying any limitation, restriction or requirement with respect to such
Award.  Notwithstanding the preceding sentence, in the event the
Chairman is a Participant, for any Award granted to the Chairman, only the Board
has discretion to take action it deems to be equitable under the circumstances
or in the best interests of the Corporation, including, without limitation,
waiving or modifying any limitation, restriction or requirement with respect to
such Award.

    


    (d)           The
Board may provide in any Award Agreement the Corporation shall have the right to
repurchase from the Participant Restricted Stock granted under Section 7.1 then
subject to the restrictions set forth in Section 7.1(a) immediately upon a
Separation from Service for any reason at a cash price per Share equal to the
cash price paid by the Participant for the Shares.  In the discretion
of the Board, provision may be made that no such right of repurchase shall exist
in the event of a Separation from Service without cause or because of the
Participant’s Separation from Service on or after the Participant’s Retirement
Eligible Date, or due to death or Disability.

     

    (e)           For
purposes of this Section 8.5, the Board shall determine whether a Participant’s
Separation from Service is due to cause, occurs on or after the Participant’s
Retirement Eligible Date or is due to death or Disability, or whether the
Participant has incurred a hardship, and any such determination shall be final,
binding and conclusive.

     

    
      
         


      

      
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    8.6           Limits on
Transfer of Awards.  Except as
otherwise provided by the Board or the terms of the Plan, no Award (and no right
thereunder) shall be transferable by a Participant other than by will or by the
laws of descent and distribution.  An Award of Restricted Stock shall
provide that during the period the Award is subject to restrictions pursuant to
Section 7.1(a), and any Stock Grant Award may provide that the transferability
of the Shares subject to such Award shall be prohibited or restricted in the
manner and to the extent prescribed by the Board at the time the Award is
granted.  Such restrictions may include, without limitation, a right
of repurchase or first refusal in the Corporation or provisions subjecting
Restricted Stock to continuing restrictions in the hand of the
transferee.  In addition, any Award may provide that all or any part
of the Shares to be issued or transferred by the Corporation upon the exercise
of an Option, or are no longer subject to forfeiture and restrictions on
transfer referred to herein, shall be subject to further restrictions upon
transfer.  The Board may establish procedures as it deems appropriate
for a Participant to designate an individual, trust or other entity as
beneficiary or beneficiaries to exercise the rights of the Participant and
receive any property distributable with respect to any Award in the event of the
Participant’s death.  The Board, in its discretion and subject to such
additional terms and conditions as it determines, may permit a Participant to
transfer an Option to any “family member” (as such term is defined in the
General Instructions to Form S-8 (or any successor to such Instructions or such
Form) under the Securities Act of 1933, as amended) at any time such Participant
holds such Option, provided:  (a) such transfer may not be for value
(i.e., the transferor
may not receive any consideration therefor) and the family member may not make
any subsequent transfer other than by will or by the laws of descent and
distribution; (b) no such transfer shall be effective unless reasonable prior
notice thereof has been delivered to the Corporation and such transfer is
thereafter effected subject to the specific authorization of, and in accordance
with any terms and conditions made applicable to by, the Board; and (c) the
transferee is subject to the same terms and conditions hereunder as the
Participant.  Each Option Award (or right under such Award) shall be
exercisable during the Participant’s lifetime only by the Participant (except as
provided herein or in an Award Agreement or amendment thereto) or, if
permissible under applicable law, by the Participant’s guardian or legal
representative.  No Option Award or Restricted Stock Award (or right
under any such Award) may be pledged, alienated, attached or otherwise
encumbered, and any purported pledge, alienation, attachment or encumbrance
thereof shall be void and unenforceable against the Corporation or any
Subsidiary.

    


    8.7           Restrictions;
Securities Exchange Listing.  All Shares or
other securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such restrictions as the Board may deem advisable
under the Plan, applicable federal or state securities laws and regulatory
requirements, and the Board may cause appropriate entries to be made or legends
to be placed on the certificates for such Shares or other securities to reflect
such restrictions.  If the Shares or other securities are traded on a
securities exchange, the Corporation shall not be required to deliver any Shares
or other securities covered by an Award unless and until such Shares or other
securities have been admitted for trading on such securities
exchange.

    

      
        
           


        

        
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    IX.           ELECTION TO RECEIVE FEES IN
SHARES

     

    9.1           Election
to Receive Fees in Shares.  Each Outside
Director shall be eligible to elect to receive his or her Fees in the form of
Shares rather than cash according to the following provisions of this Article
9.

    


    9.2           Participation
Agreement.  For each calendar
year, the Board shall specify an election period (which shall end no later than
the last day of the calendar year immediately preceding such calendar year)
during which an Outside Director may enter into an election to receive up to
100% of the Fees otherwise payable to him or her for the calendar year in the
form of Shares rather than cash.  The election
shall be made pursuant to a Participation Agreement entered into by the Outside
Director and filed with the Secretary of the Corporation no later than the
expiration of the election period.  A separate Participation Agreement
must be entered into for each calendar year.  Except as the Board may
otherwise provide, the Participation Agreement in effect for a calendar year
shall be irrevocable after the expiration of the election period for the
calendar year.

    


    9.3           Issuance
of Shares.  The Corporation
shall issue Shares to the Outside Director for each calendar quarter during
which the Outside Director has a Participation Agreement in
effect.  The Shares shall be issued on the date on which the quarterly
meeting of the Board is held.  The number of Shares so issued shall be
equal to:  (i) the dollar amount of the Fees the Outside Director has
elected to receive as Shares for the calendar quarter pursuant to his or her
Participation Agreement; divided by (ii) the Fair Market Value per Share on the
date on which the Outside Director would have been paid the Fees in cash but for
the Participation Agreement.

    


    9.4           Holding
Period.  To the extent
required to satisfy any condition for exemption available pursuant to Rule 16b-3
of the Exchange Act, Shares acquired by an Outside Director pursuant to this
Article 9 shall be held by the Outside Director for a period of at least six
months following the date of acquisition.

    


    X.           AMENDMENT AND TERMINATION;
CORRECTIONS

    


    10.1         Amendments
to the Plan.  The Board may
amend, alter, suspend, discontinue or terminate the Plan; provided, however,
notwithstanding any other provision of the Plan or any Award Agreement, prior
approval of the stockholders of the Corporation shall be required for any
amendment to the Plan that:

     

    (a)           requires
stockholder approval under the rules or regulations of the Securities and
Exchange Commission, the New York Stock Exchange, any other securities exchange
or the National Association of Securities Dealers, Inc. applicable to the
Corporation;

     

    (b)           increases
the number of Shares authorized under the Plan as specified in Section 5.1(a) of
the Plan;

     

    (c)           permits
the repricing of Options; or

     

    
      
         


      

      
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    (d)           permits
the award of Options at a price less than 100% of the Fair Market Value of a
Share on the date of grant of such Option contrary to the provisions of Sections
6.2 of the Plan.

     

    10.2        Amendments
to Awards.  Subject to the
provisions of the Plan, the Board may waive any conditions of or rights of the
Corporation under any outstanding Award, prospectively or
retroactively.  Except as otherwise provided in the Plan, the Board
may amend, alter, suspend, discontinue or terminate any outstanding Award,
prospectively or retroactively, but no such action may adversely affect the
rights of the holder of such Award without the consent of the holder
thereof.

     

    10.3        Correction
of Defects, Omissions and Inconsistencies.  The Board may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or in any Award, Award Agreement or Participation Agreement in the manner
and to the extent it shall deem desirable to implement or maintain the
effectiveness of the Plan.

     

    XI.           GENERAL PROVISIONS GOVERNING
PLAN

    


    11.1        No Rights
to Awards.  No Outside
Director or other person shall have any claim to be granted any Award under the
Plan, and there is no obligation for uniformity of treatment of Outside
Directors, Participants, holders or beneficiaries of Awards under the
Plan.  The terms and conditions of Awards need not be the same with
respect to any Participant or with respect to different
Participants.

    


    11.2        Rights as
Stockholder.  No person shall
have any right as a stockholder of the Corporation with respect to any Shares or
other equity security of the Corporation which is subject to an Award hereunder
unless and until such person becomes a stockholder of record with respect to
such Shares or equity security.

    


    11.3        Governing
Law.  The Plan, each
Award hereunder (and the related Award Agreement), each Participation Agreement,
and all determinations made and actions taken pursuant thereto, to the extent
not otherwise governed by the Code or the laws of the United States, shall be
governed by the laws of the State of Iowa and construed in accordance therewith
without giving effect to principles of conflicts of laws.

    


    11.4        Award
Agreements.  No Participant
shall have rights under an Option or Restricted Stock award granted to such
Participant unless and until an Award Agreement shall have been duly executed on
behalf of the Corporation and, if requested by the Corporation, signed by the
Participant.

    


    11.5         No Limit
on Compensation Plans or Arrangements.  Nothing contained
in the Plan shall prevent the Corporation or any Subsidiary from adopting or
continuing in effect other or additional compensation plans or
arrangements.

    


    11.6         No Right
to Remain a Director.  The grant of an
Award shall not be construed as giving a Participant the right to be retained as
a Director of the Corporation, nor will it affect in any way the right of the
Corporation to terminate a Participant’s position as a Director, with or without
cause.  In addition, the Corporation may at any time remove or dismiss
a Participant from his or her position as a Director free from any liability or
any claim under the Plan or any Award, unless otherwise expressly provided in
the Plan or in any Award Agreement.


    
      
         


      

      
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    11.7         Severability.  If any provision
of the Plan or any Award is or becomes or is deemed to be invalid, illegal or
unenforceable in any jurisdiction or would disqualify the Plan or any Award
under any law deemed applicable by the Board, such provision shall be construed
or deemed amended to conform to applicable laws, or if it cannot be so construed
or deemed amended without, in the determination of the Board, materially
altering the purpose or intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction or Award, and the remainder of the Plan or any
such Award shall remain in full force and effect.

    


    11.8         No Trust
or Fund Created.  Neither
the Plan, any Award nor any Participation Agreement shall create or be construed
to create a trust or separate fund of any kind or a fiduciary relationship
between the Corporation or any Subsidiary and a Participant or any other
person.  To the extent any person acquires a right to receive payments
from the Corporation or a Subsidiary pursuant to an Award, such right shall be
no greater than the right of any unsecured general creditor of the Corporation
or the Subsidiary.

     

    11.9    Securities
Matters.  The Corporation
shall not be required to deliver any Shares until the requirements of any
federal or state securities or other laws, rules or regulations (including the
rules of any securities exchange) as may be determined by the Corporation to be
applicable are satisfied.

     

    11.10      No
Fractional Shares.  No fractional
Shares shall be issued or delivered pursuant to the Plan or any Award, and the
Board shall determine whether cash shall be paid in lieu of any fractional Share
or whether such fractional Share or any rights thereto shall be canceled,
terminated or otherwise eliminated.

    


    11.11    
 Headings.  Headings are
given to the Articles, Sections and Subsections of the Plan solely as a
convenience to facilitate reference.  Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

    


    11.12      Nontransferability.  Except as set
forth in Section 8.6, no Award or other benefit payable at any time under the
Plan will be subject in any manner to alienation, sale, transfer, assignment,
pledge, levy, attachment or encumbrance of any kind.

    


    11.13      No Other
Agreements.  The terms and
conditions set forth herein constitute the entire understanding of the
Corporation, the Subsidiaries and the Participants with respect to the matters
addressed herein.

     

    11.14      Incapacity.  In the event any
Participant is unable to care for his or her affairs because of illness or
accident, any payment due may be paid to the Participant’s spouse, parent,
brother, sister, adult child or other person deemed by the Corporation to have
incurred expenses for the care of the Participant, unless a duly qualified
guardian or other legal representative has been appointed.

     

    11.15      Release.  Any payment of
benefits to or for the benefit of a Participant made in good faith by the
Corporation in accordance with the Corporation’s interpretation of its
obligations hereunder, shall be in full satisfaction of all claims against the
Corporation and all Subsidiaries for benefits under the Plan to the extent of
such payment.

     

    
      
         


      

      
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    11.16      Notices.  Any notice
permitted or required under the Plan shall be in writing and shall be hand
delivered or sent, postage prepaid, by first class mail, or by certified or
registered mail with return receipt requested, to the Committee, if to the
Corporation, or to the address last shown on the records of the Corporation, if
to a Participant.  Any such notice shall be effective as of the date
of hand delivery or mailing.

     

    11.17      Successors.  All obligations
of the Corporation under the Plan shall be binding upon and inure to the benefit
of any successor to the Corporation, whether the existence of such successor is
the result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and or assets of the
Corporation.

    


    XII.           EFFECTIVE DATE AND TERM OF
PLAN

    


    The Plan
became effective on May 8, 2007, the date it was approved by the stockholders of
the Corporation at the Corporation’s annual meeting of
stockholders.  The amendment set forth herein shall become effective
on November 19, 2009.

    


    The Plan
shall terminate at midnight on May 7, 2017, unless terminated before then by the
Board.  Awards may be granted, and Participation Agreements may be
entered into, under the Plan until the Plan terminates or until all Shares
available for Awards under the Plan have been purchased or
acquired.  Notwithstanding the preceding sentence, the Plan shall
remain in effect for purposes of administering outstanding Awards and
Participation Agreements as long as they are outstanding.

     

     

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