SEVERANCE BENEFIT AGREEMENT BETWEEN THE COMPANY AND JEFFREY L. TATE





 EXHIBIT 10.11 

SEVERANCE BENEFIT AGREEMENT 
 This
Severance Benefit Agreement (the “Agreement”) is entered into this 6th day of August, 2019, with an effective date of September 3, 2019 (the “Effective Date”) between Leggett & Platt, Incorporated (the
“Company”) and Jeffrey L. Tate (the “Executive”). 
 RECITALS 

As of the Effective Date, Executive will function as Chief Financial Officer of the Company and will be one of the key employees of the Company. 

The Company considers the maintenance of sound and vital management essential to protecting and enhancing the best interests of the Company and its
shareholders. In this connection, the Company recognizes that in today’s business environment the possibility of a change in control of the Company may exist in the future. The Company further recognizes that such possibility, and the
uncertainty which it may raise among key executives, could result in the departure or distraction of key executives to the detriment of the Company and its shareholders. 

Accordingly, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken (i) to further
induce the Executive to remain with the Company and (ii) to reinforce and encourage the continued attention and dedication of the Executive to his assigned duties without distraction in the face of potentially disturbing circumstances arising
from the possibility of a change in control of the Company. 
 NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt of which are hereby acknowledged, the Company and the Executive agree as follows: 
  

	1.	 Change in Control. 



1.1    Change in Control. The Company shall be required to provide certain benefits to the Executive to the
extent required under the terms of this Agreement following each and every “Change in Control” of the Company. 

1.2    Definition. A “Change in Control” of the Company shall be deemed to have occurred
if: 
 (a)     There is any change in control as contemplated by (i) Item 6(e) of Schedule 14A,
Regulation 14A, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or (ii) Item 5.01 of Form 8-K promulgated by the Securities and Exchange Commission
under the Exchange Act; or 
 (b)     Any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 40% or more of the combined voting power of the
Company’s then outstanding voting securities; or 

  
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 (c)     Those persons serving as directors of the
Company on the date of this Agreement (the “Original Directors”) and/or their Successors do not constitute a majority of the whole Board of Directors of the Company (the term “Successors” shall mean those directors
whose election or nomination for election by the Company’s shareholders has been approved by the vote of at least two-thirds of the Original Directors and previously qualified Successors serving as
directors of the Company at the time of such election or nomination for election); or 
 (d)     The
Company shall be a party to a merger or consolidation with another corporation and as a result of such merger or consolidation, less than 65% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the
aggregate by the former shareholders of the Company as the same shall have existed immediately prior to such merger or consolidation; or 

(e)     The Company liquidates, sells, or otherwise transfers all or substantially all of its assets to a
person not controlled by the Company both immediately prior to and immediately after such sale; or 

(f)    The Company (i) enters into an agreement, including a letter of intent, which contemplates the
occurrence of a Change of Control (as described in Subsections 1.2(a)-(e)) or (ii) the Company or any person publicly announces an intention to take actions which, if consummated, would result in a Change in Control (as described in Subsections
1.2(a)-(e)). A Change in Control under this Subsection 1.2(f) will no longer be in effect once the Board adopts a resolution making a good faith determination that a Change in Control under this Subsection 1.2(f) is no longer pending (except that
such a resolution shall not be effective against a termination by the Executive under Section 2.4 prior to the Board adopting the resolution). 
  

	2.	 Termination of Employment Following a Change in Control 



2.1    General. During the 24 month period immediately following each and every Change in Control (the
“Protected Period”), the Executive and the Company shall comply with all provisions of this Section 2 regarding termination of the Executive’s employment. This Agreement shall have no application to any termination of the
Executive’s employment outside the Protected Period. 
 2.2    Termination for Total Disability. The
Company may terminate the Executive’s employment during the Protected Period due to the Executive’s Total Disability. “Total Disability” means the Executive’s inability to perform substantially all of his material
duties with the Company for a continuous period of six or more months due to illness or injury. During any period prior to his termination of employment that the Executive is unable to substantially perform his duties with the Company as a result of
illness or injury, the Company shall continue to pay the Executive his full base salary at the rate then in effect and any bonuses earned by the Executive 

  
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under Company bonus plans until such time as the Executive’s employment is terminated by the Company for Total Disability. In no event, however, shall such period of continued pay and bonus
exceed 29 consecutive months. Following termination of employment under this Section 2.2, the Executive’s benefits shall be determined in accordance with the Company’s long term disability program as in effect on the date hereof, or
any successor program then in effect. 
 2.3    Termination by Company for Cause. The Company may
terminate the Executive’s employment during the Protected Period for “Cause,” which shall be limited to the following: 

(a)    The Executive’s conviction of any crime involving money or other property of the Company or any
of its affiliates (including entering any plea bargain admitting criminal guilt), or a conviction of any other crime (whether or not involving the Company or any of its affiliates) that constitutes a felony in the jurisdiction involved; or 

(b)    The Executive’s willful breach of the Company’s Code of Business Conduct (or any successor
policy) which causes significant injury to the Company; or 
 (c) The Executive’s willful breach of the Company’s
Financial Code of Ethics (or any successor policy) which causes significant injury to the Company; or 

(d)    The Executive’s willful act or omission involving fraud, misappropriation, or dishonesty that
(i) causes significant injury to the Company or (ii) results in a material personal enrichment to the Executive at the expense of the Company; or 

(e)    The Executive’s willful violation of specific written directions of the Board provided that
such directions are consistent with this Agreement and the Executive’s duties and do not constitute Company Action as defined in Section 2.4, and provided that such violation continues following the Executive’s receipt of written
notice by the Board specifying the specific acts or omissions alleged to constitute such violation and such violation continues after affording the Executive reasonable opportunity to remedy such failure after receipt of such notice; or 

(f)    The Executive’s continued, repeated, willful failure to substantially perform his duties;
provided, however, that no discharge shall be deemed for Cause under this subsection (f) unless the Executive first receives written notice from the Board advising the Executive of specific acts or omissions alleged to constitute a failure to
perform his duties, and such failure continues after the Executive has had a reasonable opportunity to correct the acts or omissions so complained of. 

No act or failure to act on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by
the Executive without reasonable belief that his action or omission was in the best interest of the Company. Moreover, the Executive’s employment shall not be terminated for Cause unless and until there shall have been delivered to the
Executive a Notice of Termination duly adopted by the affirmative vote of at least a majority of the directors of the Board at a meeting of the Board (after reasonable notice to the Executive and an opportunity for the Executive, together with his
counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was in violation of Section 2.3(a), (b), (c), (d), (e) or (f) and specifying the particulars thereof in detail. 

  
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 A termination shall not be deemed for Cause if, for example, the termination results from
the Company’s determination that the Executive’s position is redundant or unnecessary or that the Executive’s performance is unsatisfactory or if the termination stems from the Executive’s refusal to agree to or accept any
Company Action described in Section 2.4. 
 2.4    Termination by Executive for Good Reason. The
Executive may terminate his employment during the Protected Period for “Good Reason” by giving notice of termination to the Company following (i) any Company Action or (ii) receipt of notice from the Company of the
Company’s intention to take any such Company Action. 
 “Company Actions” which may lead to a termination of
employment for Good Reason (collectively and severally) are as follows: 
 (a)     A reduction by the
Company in the Executive’s base salary as in effect immediately prior to the Change in Control; or 
 (b)
    A change in the Executive’s reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, authority or
responsibility; or 
 (c)     The assignment to the Executive of any duties or responsibilities that, in
any material aspect, are inconsistent with the Executive’s duties and responsibilities with the Company immediately prior to the Change in Control; or 

(d)     A material reduction in target annual incentive opportunity as in effect immediately prior to the
Change in Control, expressed as a percentage of base salary; or 
 (e)     A requirement by the Company
that the Executive be based or perform his duties more than 50 miles from his principal work location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with
the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses
incurred by him relating to a change of his principal residence in connection with such relocation; or 
 (f)
    A material reduction in annual target value of long-term incentive awards as in effect immediately prior to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or 

(g)     A failure by the Company to obtain the assumption agreement to perform this Agreement by any
successor as contemplated by Section 7 of this Agreement; or 

  
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 (h)     Any purported termination of the
Executive’s employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a Notice of Termination which satisfies the requirements of Section 2.5 and (ii) in accordance with Section 2.3,
if applicable; and for purposes of this Agreement, no such purported termination shall be effective. 

2.5    Notice of Termination. Any purported termination by the Company of the Executive’s employment
during the Protected Period shall be communicated by a written “Notice of Termination” delivered to the other party. 

(a)    A Notice of Termination by the Company under Section 2.2 (Total Disability) or 2.3 (for Cause)
shall set forth, in reasonable detail, the facts and circumstances claimed to provide a basis for termination of employment under the applicable Section. 

(b)    A Notice of Termination by the Executive under Section 2.4 (Good Reason) shall be delivered no
later than 90 days from the date of the Company Actions upon which the termination is based and shall set forth, in reasonable detail, the facts and circumstances claimed to provide a basis for termination of employment. 

2.6    Date of Termination. The date the Executive’s employment is terminated under Section 2 of
this Agreement is the “Date of Termination.” In cases of Total Disability, the Date of Termination shall be 30 days after Notice of Termination is delivered (provided that the Executive shall not have returned to the performance of
his duties on a full-time basis during such 30 day period). If the Executive’s employment is terminated for Cause, the Date of Termination shall be the date specified in the Notice of Termination. If the Executive’s employment is
terminated for Good Reason, the Date of Termination shall be the date specified in the Notice of Termination, which shall be between 30 and 60 days following delivery of the Notice of Termination; provided, if, within 30 days of receipt of such
notice, the Company takes such appropriate actions as are necessary to correct, reverse or cure the Company Actions that the Executive identifies as causing Good Reason, then no Good Reason shall have occurred and the Notice of Termination shall be
deemed withdrawn. For any other termination by the Company or the Executive, the Date of Termination shall be 30 days after the Notice of Termination is delivered. 

Any dispute by a party hereto regarding a Notice of Termination delivered to such party must be conveyed to the other party within 30 days
after the Notice of Termination is given. If the particulars of the dispute are not conveyed within the 30 day period, then the disputing party’s claims regarding the Notice of Termination shall be forever deemed waived. 

 

	3.	 Benefits upon Termination of Employment 



3.1    General. If, during the Protected Period following each Change in Control, the Executive’s
employment is terminated either (i) by the Company (other than for Total Disability or Cause) or (ii) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided in this Section 3 (collectively and
severally “Termination Benefits”). The Company’s obligation to pay the Termination Benefits are subject to Executive’s compliance with Section 5 (Non-Competition) and
Section 8.9 (Release). 

  
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 3.2    Base Salary Through Date of Termination. The
Company shall pay the Executive his full base salary through the Date of Termination under the Company’s regular payroll procedures and at the rate in effect at the time notice of termination is given. The Company shall give the Executive
credit for any vacation earned but not taken and pay such amount at the time that any bonus is paid under Section 3.3. 

3.3    Pro Rata Bonus for Year of Termination. The Company shall pay the Executive a bonus under the
Company’s Key Officers Incentive Plan (together with any successor plans, the “Bonus Plan”) for the year in which his employment terminates, which bonus shall be (i) based upon the results achieved for the Company or
applicable profit centers under the Bonus Plan for the year and (ii) prorated for the number of days during the year prior to the Date of Termination. Such amount shall be paid when bonuses are required to be paid under the Bonus Plan but not
before 6 months after the Executive’s termination of employment, if and to the extent required to avoid a tax under Section 409A of the Internal Revenue Code of 1986 (the “Code”). 

3.4    Severance Payments. The Company shall pay the Executive: 

(a)    aggregate severance payments equal to 200% of his annual base salary in effect at the time of the
Change in Control, plus 
 (b)    additional aggregate severance payments equal to 200% of the
Executive’s target bonus amount (which is expressed as a percentage of his annual base salary and will be 80% as of the Effective Date) in effect at the time of the Change in Control under the Bonus Plan. 

The severance payments in subsection (a) and subsection (b) shall each be made in equal, consecutive
bi-weekly installments over the course of 24 months following the Date of Termination. 

3.5    Welfare Plans and Fringe Benefits. 

(a)     For purposes of this Section 3.5, welfare plans and fringe benefit programs include health,
disability, life, salary continuance prior to disability, automobile usage, and any other fringe benefit or welfare plan arrangement in which the Executive was entitled to participate immediately prior to the Date of Termination. 

(b)     The Company shall maintain in full force, for the continued benefit of the Executive for 24 months
after the Date of Termination, at the same cost to the Executive as is charged to similarly situated active employees, all welfare plans and fringe benefit programs (including health plan, disability insurance, and life insurance, including any
applicable spouse and eligible dependent coverage) that the Company is able to provide under the terms of its plans, programs, and applicable policies and that may be provided to the Executive as a former employee on a
tax-free basis under the Code and without the 

  
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Company incurring a tax under Code Section 4980D; provided, however, that the Company may require the Executive to elect coverage pursuant to COBRA as condition to continuing medical plan
coverage, if and to the extent the Executive is eligible for COBRA. 
 (c)     To the extent that any
welfare plan or fringe benefit program cannot be maintained under Section 3.5(b) on a tax-free basis to the Executive under the applicable provisions of the Code, the Company shall maintain such benefits
that the Company is able to provide under the terms of its plans, programs, and applicable policies without the Company incurring a tax under Code Section 4980D, at the same cost to the Executive as is charged to similarly situated active
employees, for the period, if any, that is recognized under Code Section 409A as not resulting in a deferral of compensation, but in no event beyond 24 months. 

(d)     To the extent any welfare plan or fringe benefit program cannot be provided for 24 months from the
Date of Termination under Sections 3.5(b) and (c), the Executive shall be entitled to bi-weekly cash payments that equal (i) the Company’s cost of coverage in the case of welfare plans and
(ii) the premiums, if any, in the case of fringe benefit programs, and (iii) the value of any other benefits that would have been provided during such period. At the close of the 24 month period, any assignable insurance policy owned by
the Company and relating solely to the Executive shall be assigned to the Executive. 
 3.6    Retirement
Plans. 
 (a)    The Company shall pay the Executive an “Additional Retirement
Benefit” equal to the additional benefit the Executive would have been entitled to under the Company’s Retirement Plans in effect immediately prior to a Change in Control had the Executive accumulated 24 additional months of continuous
service (following the Date of Termination) under such Retirement Plans both for purposes of determining eligibility for benefits and for purposes of calculating the Additional Retirement Benefit. If any Retirement Plan requires contributions by
participants, the Additional Retirement Benefit shall be reduced to reflect the absence of contributions by the Executive and any matching contribution that would be contingent upon the Executive’s contributions shall be calculated as if the
Executive made the maximum contribution allowable under the terms of such Retirement Plan. Where the Executive’s contribution for a given Retirement Plan is calculated by reference to salary and/or bonus, the Additional Retirement Benefit shall
be calculated by reference to the Executive’s annual salary in effect on the Date of Termination and the bonus payout percentage achieved for the year of service preceding the Date of Termination, without adjustment for any future year
increases that may have occurred absent the termination. 
 (b)     For purposes of this
Section 3.6, “Retirement Plans” are (i) any savings or retirement plan sponsored by the Company that is intended to be tax-qualified under Code section 401(a), and any arrangements
that make up benefits that are not provided under such tax-qualified plans because of compensation or benefit limits under the terms of such plans or the Code, (ii) the Executive Stock Unit Program, and
(iii) any deferred compensation program in which the Executive participates that is adopted after the 

  
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effective date of this Agreement that is intended to provide for retirement savings. For any Retirement Plan that is a defined benefit pension plan, the Additional Retirement Benefit shall be
determined using the same interest rate and mortality factor that apply for determining actuarial equivalence in the applicable plans. 

3.7    Termination Which Does Not Require Payment of Termination Benefits. No Termination Benefits shall be
provided by the Company to the Executive under this Section 3 if the Executive’s employment is terminated: 
 (a)
    By his death; or 
 (b)     By the Executive other than for Good Reason; or 

(c)     By the Company for Total Disability or for Cause under this Agreement. 

3.8    Modified Cutback. If the Executive is entitled to Termination Benefits under this Agreement and other
payments and/or benefits in connection with a change of ownership or effective control of the Company covered by §280G of the Code, as amended (collectively the “Company Payments”), and if such Company Payments would otherwise
equal or exceed 300% of the Executive’s base amount as defined in §280G(b)(3) of the Code (the “Threshold Amount”), then the amount of the Company Payments will be reduced to an amount that is less than such Threshold
Amount, but only if and to the extent such reduction will also result in, after taking into account all taxes, including any income taxes (together with any interest or penalties thereon) and any excise tax pursuant to Code §4999, a greater after-tax benefit to the Executive than the after-tax benefit to the Executive of the Company Payments computed without regard to any such reduction. If Company Payments must
be reduced, the order of reduction shall be in accordance with Code Section 409A and unless otherwise required to satisfy Code Section 409A, (a) the amount of severance payable to the Executive under Section 3.4 of this Agreement
shall be subject to reduction first, followed by payments under Section 3.5 of this Agreement, followed by cash payments under Section 3.6 of this Agreement, followed by any other cash payments that are not attributable to accelerated
vesting or payment of Company stock, stock units or stock options, followed by payments under this Agreement that are not subject to Section 409A, followed by payments that are attributable to accelerated vesting or payment of Company stock,
stock units or stock options, and (b) subject to the order of reductions specified in Subsection (a), the payments that would otherwise be made latest in time shall be reduced first and payments that would be otherwise be made at the same time
shall be reduced pro rata.
 To the extent requested by the Executive, the Company shall cooperate with the Executive in valuing services
provided by the Executive (including, without limitation, the Executive refraining from performing services pursuant to a covenant not compete) before, on or after a change in ownership or control of the Company (within the meaning of §280G of
the Code), such that payments in respect of such services may be considered reasonable compensation and/or exempt from the definition of “parachute payment” within §280G of the Code. 

  
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	4.	 No Obligation to Mitigate 



The Termination Benefits provided under Section 3 shall not be treated as damages, but rather shall be treated as severance compensation
to which the Executive is entitled. The Executive shall not be required to mitigate the amount of any Termination Benefit provided under Section 3 by seeking other employment or otherwise; provided, however, any health welfare and fringe
benefits that the Executive may receive from full time employment by a third person shall be applied against and reduce any such benefits thereafter to be made available to the Executive under Section 3.5. 

 

	5.	 Non-Competition 



For two years after the Termination Date, the Executive shall not directly or indirectly (i) engage in any Competitive Activity,
(ii) solicit orders from or seek or propose to do business with any customer of the Company or its subsidiaries or affiliates (collectively, the “Companies”) relating to any Competitive Activity, or (iii) influence or
attempt to influence any employee, representative or advisor of the Companies to terminate his or her employment or relationship with the Companies. “Competitive Activity” means any manufacture, sale, distribution, engineering,
design, promotion or other activity that competes with any business of the Companies in which the Executive was involved as an employee, consultant or agent. 

If the Executive violates the preceding paragraph, then the Company’s sole remedy shall be to cease payment of any further Termination
Benefits after the date of such violation. If any restriction in this Section is deemed unenforceable, then the parties contemplate that the appropriate court will reduce the scope or other provisions and enforce the restrictions set out in this
section in their reduced form. 
 The restrictive covenants in this Section are in addition to any other restrictive covenants of the
Executive, and are not in lieu of or modifications to such other restrictive covenants. 
  

	6.	 Timing of Payments 



The taxable payments and taxable benefits in Sections 3.4 and 3.5 shall commence 6 months after the Date of Termination, at which date he shall
receive a lump sum of installments and benefits which accrued from the Date of Termination through the date of such lump sum payment. Additional Retirement Benefits under Section 3.6 shall be paid in a lump sum 6 months after the Date of
Termination; provided, however, that in the case of a Retirement Plan that is not a tax-qualified plan, payment shall be made at such later date or event that is specified in such plan if the payment time or
event is one described in Code Section 409A(a)(2)(A). Any coverage and benefits pursuant to Section 3.5 that are not taxable to the Executive shall commence within 60 days following the Date of Termination and the coverage or benefits
shall be retroactive to the Date of Termination. 
  

	7.	 Successor; Binding Agreement 



The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same 

  
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extent that the Company would be required to perform it if no such succession had taken place. The assumption shall be by agreement in form and substance satisfactory to the Executive. Failure of
the Company to obtain such agreement prior to the effectiveness of any such succession shall entitle the Executive to terminate his employment for Good Reason as provided in Section 2.4(g). As used in the Agreement “Company”
means the Company as previously defined and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 7 or which otherwise becomes bound by all the terms and provisions of this Agreement
by operation of law. 
 This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributes, devisees and legatees, but the Executive may not assign this Agreement. If the Executive should die while any amount would still be payable to him hereunder if he had
continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there be no such designee, to his estate. 

 

	8.	 Miscellaneous 



8.1    Notice. All notices, elections, waivers and all other communications provided for in this Agreement
shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified mail, return receipt requested, postage prepaid, addressed to the Company at 1 Leggett Road, Carthage, Missouri 64836 and to the
Executive at the home address on file with the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 

8.2    No Waiver. No provisions of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing, signed by the Executive and an officer of the Company. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth expressly in this Agreement. 

8.3    Enforceability. The invalidity or unenforceability of any provisions of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 

8.4    Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws
of the State of Missouri. 
 8.5    Disputes. Any dispute or controversy arising under or in connection
with this Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules procedures of the American Arbitration Association. If, at any time after 90 days from the Date of Termination, the Executive and the Company
have not resolved any dispute or controversy arising under or in connection with this Agreement, either the Executive or the Company may notify the 

  
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other of an intent to seek arbitration. Arbitration shall occur before a single arbitrator in the State of Missouri; provided, however, that if the parties cannot agree on the selection of such
arbitrator within 30 days after the matter is referred to arbitration, each party shall select one arbitrator and those arbitrators shall jointly designate a third arbitrator to comprise a panel of three arbitrators. The decision of the arbitrator
shall be rendered in writing, shall be final, and may be entered as a judgment in any court in the State of Missouri. The Company and the Executive each irrevocably consent to the jurisdiction of the federal and state courts located in the State of
Missouri for this purpose. The Company shall pay, within 30 days of receipt of the arbitrator’s decision, all costs and expenses in connection with any arbitration under this Section 8.5, including without limitation all reasonable legal
fees incurred by Executive in connection with such arbitration; provided, however, the Company shall not be obligated to pay unless the Executive prevails on the majority of the dollar amount at issue in the dispute. 

8.6    Sections; Captions. All references in this Agreement to Sections refer to the applicable Sections of
this Agreement. References in this Agreement to a given Section (e.g., Section 3) shall, unless the context requires otherwise, refer to all parts of such Section. The captions have been placed in this Agreement for ease of reference
only. They shall not be used in the interpretation of this Agreement. 
 8.7    Term of Agreement. This
Agreement shall continue in force from and after the Effective Date so long as the Executive remains employed by the Company or any successor and shall apply to any Change in Control that occurs while the Executive remains so employed; provided,
however, (i) the Agreement may be modified by the mutual agreement of the parties from time to time, including modifications to take into account changes in law, and (ii) after September 3, 2020, the Company or the Executive shall
have the right to unilaterally terminate this Agreement upon 1 year written notice to the other party, so long as a Protected Period is not in effect. 

8.8    Limited Right of Offset. Effective upon a Change in Control, the Company waives, and will not assert,
any right to set off the amount of any claims, liabilities, damages or losses the Company may have against the Executive under this Agreement or otherwise if (i) the Executive’s employment is terminated by the Company without Cause, or
(ii) the Executive terminates his employment for Good Reason. 
 8.9.     Release. Notwithstanding
any other provision of this Agreement, the Executive shall receive payments and benefits under this Agreement only if the Executive timely executes, returns to the Company, and does not revoke a release and covenant not to sue agreement, in a form
reasonably acceptable to the Executive and the Company’s legal counsel. The Company shall provide such agreement to the Executive in sufficient time so that if the Executive executes and returns the agreement to the Company within the time
period permitted by the Company, the revocation period provided in the agreement will expire before the payments and benefits under this Agreement are required to commence pursuant to Section 6. 

8.10    Successive Changes in Control. A separate Change in Control shall be deemed to have occurred with
each occurrence of any event described in subsections (a) through (f) of Section 1.2. This Agreement pertains to each and every Change in Control, including successive Changes in Control involving the same controlling person(s). 

  
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 8.11    Interpretation of Agreement and Application of Code
Section 409A. This Agreement is intended to conform to the requirements of Code Section 409A and shall be interpreted accordingly. For such purposes, any stream of payments due under this Agreement shall
be treated as a series of separate payments. The Executive shall be deemed to have terminated employment for purposes of this Agreement only if he has incurred a termination of employment that constitutes a “separation for service” within
the meaning of Code Section 409A. 
 8.12    Withholding. The Company may withhold all federal,
state, and local income and employment taxes relating to Termination Benefits as required under applicable laws and regulations. 

8.13    Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof. 
 IN WITNESS WHEREOF, this Agreement has been signed as of the day and year first above written. 

 

							
	EXECUTIVE:	 		 	 LEGGETT & PLATT, INCORPORATED


							
				
	 /s/ Jeffrey L. Tate
	 		 	By:	 	 /s/ Karl G. Glassman

	Jeffrey L. Tate	 		 	Name:	 	 Karl G. Glassman

		 		 	Title:	 	 President & Chief Executive Officer



  
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