Exhibit
10.2

    


    Fiscal
year _____ cycle of the

    LA-Z-BOY
INCORPORATED 2010 OMNIBUS INCENTIVE PLAN

    


    AWARD
AGREEMENT

    


    Agreement
made effective ___________ (the “Grant Date”) between La-Z-Boy Incorporated (the
"Company") and Name (the "Employee").

    


    This
Agreement confirms grants to the undersigned Employee of Option Awards and
conditional Performance Awards, and outlines terms of Short-term Cash Incentive
award payable to such Employee pursuant to and subject to all terms and
conditions of the La-Z-Boy Incorporated 2010 Omnibus Incentive Plan (“Plan”), as
approved by the Company’s shareholders on August 18, 2010.  This Agreement
is also subject to the award notification letter dated ______________
(“Notification”) as well as the applicable specific and general conditions set
forth in attached Appendix A.

    


    The
principal features of the foregoing grants and award are as
follows:

    


    Options

    


    “OPTION
DATE” is ___________

    


    TOTAL
SHARES SUBJECT TO PURCHASE OPTION:  «FY10_NQSOs»

     

    
      
        
          
            	SCHEDULED
      VESTING DATES 	NO.
      OF SHARES / PRICE PER SHARE: 
	 	 
	
                    ___________

                  	
                    «Options_vested_each_year»
      / $X.00

                  
	
                    ___________

                  	
                    «Options_vested_each_year»
      / $X.00

                  
	
                    ___________

                  	
                    «Options_vested_each_year»
      / $X.00

                  
	
                    ___________

                  	
                    «Options_vested_each_year»
      / $X.00

                  


          

        

      

    

    


    All
options not exercised by ___________   shall be
forfeited.

    


    Performance
Award Shares (___________ Cycle)

    


    MAXIMUM
PERFORMANCE AWARD SHARES*

    «FY09FY11_Maximum_Performance_Shares»

    TARGET
PERFORMANCE AWARD SHARES*

    «FY09FY11_Target_Performance_Shares»

    


    *
Subject to attainment of Sales Growth and/or Earnings Per Share Performance
Goals.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Short
Term Incentive Award

    


    The
incentive payment you receive will be determined by multiplying (a) your Eligible Earnings (base
compensation, including vacation and holiday pay, earned during the fiscal
year), times (b) your Target
Short-Term Cash Incentive Opportunity shown below, times (c) the Company Achievement
Percentage, which will be determined by how your business unit performs
in  «Goals» during the fiscal year.

    


    PERFORMANCE
PERIOD:         Fiscal Year
_____

    


    TARGET
SHORT-TERM CASH INCENTIVE OPPORTUNITY:   _____% of Eligible
Earnings

    


    COMPANY
ACHIEVEMENT PERCENTAGE RANGE:  0% - 200%

    


    Your
signature below indicates your agreement that the foregoing grants and award are
subject to all of the terms and conditions contained in the Plan, in attached
Appendix A as well as in the accompanying Notification.  Your signature
below also indicates that you have received and read a copy of the Plan. 
The terms and provisions of the Plan as it may be amended from time to time are
hereby incorporated by reference.  In the event of a conflict between any
term or provision contained in this Agreement and a term or provision of the
Plan, the applicable terms and provisions of the Plan will govern and
prevail.

    


    
      
        
          	
                  La-Z-Boy
      Incorporated

                	
                  Employee

                	 
      
	 
      	 
      	 
      
	  
      	  
      	 
      


        

      

    

    


    Kurt
Darrow

    President
and

    Chief
Executive Officer


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    AWARD
AGREEMENT

    


    APPENDIX A - TERMS AND
CONDITIONS

    


    Terms not
defined in this Appendix A are, where applicable, defined as in the
Plan.

    


    
      	
              1.

            	
              Stock
      Options

            


    

    


    A. 
         Exercising
Options

    


    Subject
to the terms of Section 13 (Payment) and Section 18.3 (Withholding
Taxes) of the Plan, you may exercise Options that have vested by delivering a
notice of exercise as described in Section 5 of this Appendix A.  When you
exercise an Option, you pay the grant price for Company stock.  You may
retain the stock (and, if you choose, sell it at a later date), or you may
direct that the stock be sold immediately.  The Company has engaged Merrill
Lynch to provide services for exercising Options.

    


    You may
exercise options in one of three  ways:

    


    (a)          Cash Purchase
Exercise

    


    You pay
the grant price multiplied by the number of shares covered by the Options you
are exercising, plus applicable taxes by (i) sending a check or wiring funds to
Merrill Lynch or (ii) having sufficient funds in your Merrill Lynch account
before you deliver notice of exercise.  All of the shares covered by the
Options being exercised are credited to your Merrill Lynch account.

    


    (b)          Cashless
Exercise

    


    You may
exercise your Options without any initial cash outlay.  There are two
methods of cashless exercise:

    


    (i)           Cashless Hold -
Merrill Lynch sells enough shares covered by the Options you are exercising to
purchase all of the shares covered by the Options being exercised and to pay
applicable taxes, costs, and fees.  The remaining shares are credited to
your Merrill Lynch account.

    


    (ii)          Cashless Sell -
Merrill Lynch sells all shares covered by the Options you are exercising,
deducts the cost of the stock you purchased plus applicable taxes, costs, and
fees, and sends you a check or wires the net proceeds to your bank
account.

    


    (c)          Stock
Swap

    


    You may
exercise your Options by delivering to Merrill Lynch shares of Company stock
that you have owned for at least six months, duly endorsed for transfer to the
Company, having a fair market value on the date you deliver it equal to the
grant price multiplied by the number of shares covered by the Options you are
exercising, plus applicable taxes.


    
      
         


      

      
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    You have
access to the secure Benefits OnLine® website at www.benefits.ml.com. 
Benefits OnLine provides grant summaries, modeling, and the ability to exercise
options and direct that stock be sold.  The Company’s executive officers
and other Section 16 Insiders are required to open brokerage accounts and
conduct equity award transactions through The Findley-Wise Group, the Merrill
Lynch Financial Advisor team designated to service the accounts.

    


    B. 
Termination of Options

    


    The
Options granted by this Agreement will terminate and be of no force or effect at
the close of business on the ten-year anniversary of the date they are granted,
unless they terminate earlier as provided below.

    


    If you
cease to be employed by the Company or one of its Affiliates, your Options will
terminate or be exercisable as follows:

    


    Termination of
employment.  If you cease to be an Employee for any reason other
than your retirement, death, or Disability as described below, your unvested
Options will immediately terminate and your vested Options will automatically
terminate thirty (30) days after you cease to be an Employee except for any
Options that expire earlier by their terms.  For purposes of this
Agreement, the following are not deemed to be a termination of employment: (i) a
transfer from the Company to one of its Affiliates, from an Affiliate to the
Company, or between Affiliates; or (ii) a leave of absence authorized by the
Company or an Affiliate.  For purposes of the Plan, termination of
employment will be deemed to occur on the date on which you are no longer
obligated to perform services for the Company or any of its Affiliates and your
right to reemployment is not guaranteed either by statute or contract,
regardless of whether you continue to receive compensation from the Company or
any of its Affiliates.

    


    Retirement.  For
purposes of this Agreement, “Retire” means that you are at least 55 years old,
have been employed by the Company or an Affiliate for at least 10 years, and
retire with the Company’s consent. If you Retire, all of your unvested Options
will immediately fully vest, and you may exercise your Options during the
following 12 months except for Options that expire earlier by their
terms.

    


    Death or Disability. 
If you cease to be an Employee because you die or you become Disabled as
defined by the Plan, all of your unvested Options will immediately fully vest,
and you (or your beneficiary or personal representative) may exercise your
Options during the 12 months after you become Disabled or die (whichever occurs
first) except for Options that expire earlier by their terms.

    


    
      	
              2.

            	
              Restricted
      Stock

            


    

    


    Termination of
Employment.  If you cease to be an Employee other than because you
die or become Disabled, you forfeit any Restricted Stock that has not vested, or
for which applicable restrictions and conditions have not lapsed, and you have
no further rights with respect to your Award of Restricted Stock.  If you
die or become Disabled during the applicable restriction period, all of your
Restricted Stock will immediately vest and all transfer restrictions imposed by
the Plan or this Agreement will immediately terminate.


    
      
         


      

      
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              3.

            	
              Performance
      Shares

            


    

    


    Termination of Employment. 
You will not be entitled to receive any Performance Shares if, except in the
circumstances described below, you cease to be an Employee before the end of the
three-year performance period.

    


    Disability or
Retirement.  Unless the Company’s Compensation Committee in its
discretion determines otherwise, if, before the expiration of the three-year
performance period, you become Disabled, you will receive payout on Awards
granted at least one year earlier, prorated based on the portion of the
performance period during which you were actively employed by the Company and on
the Company’s performance up to the termination of such active employment. If
you Retire before the expiration of the three-year performance period and if the
Compensation Committee determines that payment of a prorated award will be
deductible compensation for Federal Income Tax purposes, then, in the discretion
of the Compensation Committee, you may receive full or partial payout on Awards
granted at least one year earlier, prorated based on the portion of the
performance period during which you were actively employed by the Company and on
the Company’s performance up to the termination of such active employment. 
Any payout will occur following the conclusion of the three-year performance
period.

    


    Death. If you die
before the end of the three-year performance period, the Compensation Committee,
in its discretion, may provide for payment of Performance Shares.   If
it does so, then in lieu of payment at the end of the three-year performance
period and subject to the Compensation Committee’s approval, the personal
representative of your estate may request payment of 35% of the maximum
Performance Shares available under your Award if your last day of active
employment occurred during the first half of the three-year performance period
or 50% of the maximum Performance Shares if your last day of active employment
occurred during the second half of the performance period.

    


    
      	
              4.

            	
              Short-Term Cash
      Incentive (Management Incentive
Program)

            


    

    


    Termination of
Employment.  Except in the circumstances described below, you must
be actively employed on the last day of the Fiscal Year to be eligible to
receive payment of the short-term cash incentive (under the Management Incentive
Program, or “MIP”).

     

    Disability or
Retirement.  If you Retire or became Disabled during the Fiscal
Year, you will be entitled to receive payment based on your Eligible Earnings
during the year, but only to the extent that, in the opinion of the Company’s
legal counsel, such payment would not adversely affect the deductibility of your
MIP payment under applicable law and published guidance.

     

    Death.  If you
die during or after the Fiscal Year before receiving a MIP payment that you
would otherwise receive, payment based on your Eligible Earnings will be made to
your estate.

     

    Approved Leave of
Absence.  Being on an approved leave of absence (including workers
compensation leave, military leave, or leave approved pursuant to the Family and
Medical Leave Act), does not affect your eligibility to receive a MIP payment
based on your Eligible Earnings during the fiscal year.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
              5.

            	
              Notices

            


    

    


    Any
notice under this Agreement to the Company should be addressed to La-Z-Boy
Incorporated in care of its Secretary at 1284 N. Telegraph, Monroe, Michigan
48162 and to you at the address appearing in the Company’s personnel records, or
to either party at a different address that the party designates in writing to
the other party.  Any such notice will be deemed effective when
received.


    
      
         


      

      
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