Unassociated Document


    EXHIBIT
10.11

    


    


    SECOND
2009 AMENDMENT TO

    LA-Z-BOY
INCORPORATED

    2004
LONG-TERM EQUITY AWARD PLAN

    


    La-Z-Boy
Incorporated (the “Company”) adopts this Second 2009 Amendment to the La-Z-Boy
Incorporated 2004 Long-Term Equity Award Plan (the “Plan”).

    


    WITNESSETH:

    


    WHEREAS the Company previously
established the Plan for the benefit of certain of its eligible employees;
and

    


    WHEREAS pursuant to Article X,
Section 10.2 of the Plan, the Company reserved the right to amend the Plan
subject to the conditions provided therein; and

     

    WHEREAS the Company believes
it advisable and in the Company’s best interests to make certain changes to the
Plan;

     

    NOW, THEREFORE, the Plan is
amended to delete existing section 10.7 and replacing it with the
following:

    


    10.7.
Right of
Recapture.  If (a) at any time within one year after the date
on which an Employee exercises an Option, or on which Restricted Stock vests or
on which Common Stock was issued to an Employee pursuant to a Performance Award
(each of which events shall be a “realization event”), the Committee should
determine in its discretion that the Company has been materially harmed by the
Employee, whether such harm (i) results in the Employee’s termination or deemed
termination of employment for cause or (ii) results from any activity of the
Employee determined by the Committee to be in competition with any activity of
the Company, or otherwise inimical, contrary or harmful to the interests of the
Company (including, but not limited to, accepting employment with or serving as
a consultant, adviser or in any other capacity to an entity that is in
competition with or acting against the interests of the Company), or (b) the
Committee should determine in its discretion that an Employee has engaged in
intentional misconduct that resulted in a material inaccuracy in the Company’s
financial statements or the performance metrics on which a realization event was
based such that the Employee received, at any time, greater value from a
realization event than would have been received if such realization event had
been calculated based on accurate financial statements or performance metrics,
then any gain realized by the Employee from the realization event shall be paid
by the Employee to the Company upon notice from the Company. Such gain shall be
determined as of the date of the realization event, without regard to any
subsequent change in the Fair Market Value of a share of Company
Stock.  The Company shall have the right, to the maximum extent
permitted by law, to offset such gain against any amounts otherwise owed to the
Employee by the Company (whether as wages, vacation pay, or pursuant to any
benefit plan or other compensatory arrangement).

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The above
amendment shall be effective June 15, 2009.

     

    Except as
specifically amended by this Amendment, the provisions of the Plan are
reaffirmed and shall remain in full force and effect.

     

    IN WITNESS WHEREOF, the
undersigned has signed this Amendment to evidence adoption of this Amendment on
the 15th day of June, 2009.

    


    
      
        	 	LA-Z-BOY
      INCORPORATED	 
	 	 	 	 
	
                 

              	
                By
      

              	 	 
	 	 	 	 
	 	 	 	 
	 	Its	 	 


      



     

    
      
         

      

      
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