Unassociated Document


    EXHIBIT
      10.4                        


    
 

    HNI
      CORPORATION

    EXECUTIVE
      BONUS PLAN

     

    


    As
      adopted on May 1, 1974, and amended on

    April
      20,
      1976, April 19, 1977, January 31, 1983,

    February
      5, 1985, November 4, 1986, July 7, 1988

    May
      4,
      1992, November 2, 1992, February 8, 1993,

    February
      14, 1994, November 14, 1994, May 8, 1995, 

    November
      11, 1996, January 1, 2000, January 1, 2004, 

    November
      11, 2005, and August 8, 2006.

    


    1. Purpose.
      The
      purpose of the Executive Bonus Plan (the "Plan") is to encourage a consistently
      high standard of excellence and continued employment by officers and selected
      other executives of the Corporation and any subsidiary, which elects to
      participate in the Plan (an "Electing Subsidiary").  The Plan shall be
      operated at all times in conformance with applicable government
      regulations.  (As amended January 31, 1983, May 4, 1992, November 11, 1996
      and August 8, 2006.)

    


    2. Participants.
      For any
      fiscal year, each person who is an officer as of the end of such fiscal year
      of
      HNI Corporation (the "Corporation") or any Electing Subsidiary, and each other
      executive of the Corporation or any Electing Subsidiary as is selected by the
      Board of Directors of the Corporation ("Board"), or by the Chief Executive
      Officer of the Corporation if the Board delegates such authority to Chief
      Executive Officer,
      as of
      the end of such fiscal year, shall be eligible to be Participants in the
      Plan.  (As amended April 20, 1976, April 19, 1977, November
      11, 1996 and August 8, 2006.)

     

    3. Payment.
      Upon
      final determination of bonus awards by the Board or, to the extent delegated
      by
      the Board for a fiscal year, the Human Resources and Compensation Committee
      of
      the Board ("Committee"), the bonus awards shall be paid in full in cash, subject
      to Section 3(c), as follows:

    


    a. Any
      bonus
      award for a fiscal year ending prior to December 28, 1996, to the extent not
      already paid to the Participant, shall be paid to the Participant (or, as
      applicable, the Participant's estate) in a single sum payment not later than
      March 14, 1997, provided that (i) the Participant is employed by the Corporation
      or an Electing Subsidiary on the date of payment or (ii) the Participant's
      employment with the Corporation and each Electing Subsidiary terminated due
      to
      death, disability, retirement after age 55 pursuant to established retirement
      policies of the Corporation or for any other reason (except a termination for
      cause, as determined by the Committee) after a Change in Control (as defined
      below).  (As amended August 8, 2006.) 

    


    b. Effective
      for each fiscal year ending on or after December 28, 1996, each bonus award
      for
      such fiscal year shall be paid on the 15th day of the Corporation's February
      fiscal month following the end of the Corporation's fiscal year for which the
      bonus award is made (or as soon thereafter as is administratively reasonable),
      provided, subject to Section 4, that the Participant is employed by the
      Corporation or an Electing Subsidiary on the last day of the fiscal year for
      which a bonus, if any, is to be paid.  For purposes hereof, a bonus award
      will be deemed to be paid as soon as administratively reasonable after the
      date
      specified above if it is paid within six months thereafter.  (As amended
      January 1, 2004 and August 8, 2006).

    


    c. The
      Committee may require payment of any bonus award (or portion thereof) for a
      fiscal year under Section 3(a) or 3(b) in the form of shares of Bonus Stock
      issued pursuant to (and as defined in) the Corporation's Stock-Based
      Compensation Plan (i) at the Participant's request, in the amount indicated
      by
      such Participant, subject to the Committee's approval, or (ii) in the amount
      of
      up to 50% of such bonus award in the event that the Committee determines, in
      its
      sole discretion, that the Participant's respective stock ownership level under
      the Executive Stock Ownership Policy does not reflect appropriate progress
      toward such Participant’s five-year goal thereunder.  The number of shares
      of Bonus Stock to be paid shall be determined by dividing the cash amount of
      the
      bonus award under the Plan (or, portion thereof, as elected by the Participant)
      for a fiscal year by the average of the high and low prices of a share of the
      Corporation's common stock on the date the award is paid.  All Federal,
      state and local income tax and other employment tax withholding shall be made
      pursuant to Section 5.5 of the Stock-Based Compensation Plan.  (As amended
      January 31, 1983, May 8, 1995, November 11, 1996, January 1, 2000, November
      11,
      2005, and August 8, 2006.)

    


    d. As
      used
      in the Plan, "Change in Control" means:

    


    (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 either: 
(A) the then outstanding shares of common stock of the Corporation (the
      "Outstanding Corporation Common Stock"); or (B) 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 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
      Common Stock and 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
      Common Stock and Outstanding Corporation Voting Securities, as the case may
      be;
      (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, respectively, the then outstanding shares of common stock of the corporation
      resulting from such Business Combination or 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.

    


    (As
      amended November 4, 1986, July 7, 1988, November 14, 1994, November 11, 1996
      and
      August 8, 2006.)

    


    4. Termination
      of Employment. 
      The following provisions shall apply for any fiscal year commencing after
      December 28, 1996:

     

    a.
      If a
      Participant's employment with the Corporation and each Electing Subsidiary
      is
      terminated during a fiscal year by reason of death, Disability (as defined
      in
      the HNI Corporation Long-term Performance Plan), or Retirement, the Participant
      or the Participant's estate, shall receive a bonus award for such fiscal year,
      determined as if the Participant had remained employed for such entire fiscal
      year, prorated for the number of weeks during such fiscal year that have elapsed
      as of the Participant's termination, and subject to the first sentence of
      Section 4(b).  (As amended August 8, 2006.)

    


    b.
      If a
      Participant's employment with the Corporation and each Electing Subsidiary
      is
      terminated during a fiscal year for any reason other than death, Disability
      (as
      defined in the HNI Corporation Long-term Performance Plan), or Retirement,
      the
      Participant's rights to any bonus award for such fiscal year will be
      forfeited.  However, the Committee may, in its discretion, determine to pay
      a prorated bonus award for the portion of such fiscal year during which the
      Participant was employed by the Corporation or an Electing Subsidiary, except
      that in no event shall any such prorated bonus award be paid in the event of
      termination for cause, as determined by the Committee.  (As amended
      November 11, 1996 and August 8, 2006.) 

    


    c.
      For
      purposes of this Section 4, "Retirement" means:  (i) for bonus awards
      granted for fiscal years commencing on or after January 1, 2007, the
      Participant's termination of employment with the Corporation and all Electing
      Subsidiaries after the attainment of age 65,
      or
      age
      55 with
      ten
      years of service with the Corporation or an Electing Subsidiary; provided,
      however, that the Chief Executive Officer of the Corporation, in his or her
      discretion, may waive or reduce the ten-year service requirement with respect
      a
      Participant; and (ii) for bonus awards granted for fiscal years commencing
      prior
      to January 1, 2007, the Participant's voluntary termination of employment with
      the Corporation and all Electing Subsidiaries on or after attainment of age
      55.
      (As amended August 8, 2006.)

    


    5. Change
      in Control. 
      For
      fiscal years commencing after December 28, 1996, in the event of a Change in
      Control (as defined above), the maximum bonus award for the fiscal year then
      in
      progress, prorated for the number of weeks in such fiscal year that have elapsed
      as of the date of the Change in Control, shall be paid immediately in cash,
      without regard to Section 3(c).  Any adjustment or termination of a
      Participant's participation in the Plan that occurs at any time on or after
      the
      90th day preceding a Change in Control shall be of no effect.  (As amended
      November 11, 1996 and August 8, 2006.)

    


    6. Administration. 
      The Board shall have full power to interpret and administer this Plan from
      time
      to time in accordance with the By-laws of the Corporation, except to the extent
      provided in the Corporation's Stock-Based Compensation Plan or to the extent
      that the Board may have delegated its powers to the Committee.  Decisions
      of the Board or the Committee shall be final, conclusive and binding upon all
      parties.  The Committee shall consist of two or more "non-employee
      directors" within the meaning of Rule 16b-3 as promulgated pursuant to Section
      16 of the Securities Exchange Act of 1934.  (As amended May 8, 1995,
      November 11, 1996 and August 8, 2006.)

    


    7. Cost. 
      Each Electing Subsidiary shall reimburse the Corporation for the amount of
      such
      bonus awards, which shall be awarded and paid to Participants for services
      to
      such Electing Subsidiary, as determined by the Board.  (As amended August
      8, 2006.)

    


    8. Amount
      of Individual Bonus. 
      For fiscal years beginning after December 28, 1996, the bonus award for each
      fiscal year for any Participant shall be determined by the Board, or, to the
      extent delegated by the Board for a fiscal year, by the Committee, no later
      than
      the first meeting of the Board that occurs during the fiscal year following
      the
      year for which the bonus award is made.  (As amended April 20, 1976 and
      November 11, 1996.)

    


    9. General
      Provisions.

    


    a.
      The
      Corporation shall have the right to deduct any Federal, state or local taxes
      applicable to payments under the Plan.  The Committee may permit
      Participants to satisfy withholding obligations by electing to have shares
      of
      Bonus Stock withheld.

    


    b.
      Except
      as otherwise determined by the Committee, no right or interest of any
      Participant in this Plan shall be assignable or transferable except by will
      or
      the laws of descent and distribution, nor shall any such right or interest
      be
      subject to any lien, directly, by operation of law or otherwise, including
      execution, levy, garnishment, attachment, pledge or bankruptcy.

    


    c.
      Except
      as provided in Sections 4 and 5, the Board may terminate or amend the Plan
      at any time.

    


    10. Special
      Provision for Qualifying Participants.
      

    


    a. This
      Section 10 shall apply with respect to any bonus award made under the Plan
      with
      respect to the Chief Executive Officer of the Corporation and any other
      Participant designated by the Board from time to time (each a "Qualifying
      Participant").  Not later than the 90th day after the commencement of the
      fiscal year for which the bonus award is made, in addition to any other
      performance criteria established by the Committee, the Committee shall establish
      in writing Profit Achievement Factors and Personal Objective Achievement Factors
      (collectively, "Qualifying Factors") for each Qualifying Participant.  The
      maximum bonus award payable to a Qualifying Participant for such fiscal year
      based on the degree of attainment of such Qualifying Factors shall not exceed
      $2
      million.  Subject to Sections 4 and 5, the Committee may adjust any
      Qualifying Factor that has been established for any fiscal year, provided that
      no such adjustment shall be permitted if it would cause the Award based on
      such
      Qualifying Factor to fail to satisfy the requirements for performance-based
      compensation under Code Section 162(m).  Subject to Sections 4 and 5, the
      Committee may adjust any other performance criteria established for any fiscal
      year, provided that no such adjustment may be based upon the failure, or the
      expected failure, to attain or exceed a Qualifying Factor.  In no event
      shall any bonus award relating to performance criteria other than Qualifying
      Factors be dependent upon the attainment of, or failure to obtain, a bonus
      award
      based on Qualifying Factors.

    


    b. The
      administration of all aspects of the Plan applicable to bonus awards relating
      to
      Qualifying Factors is intended to comply with the exception from Section 162(m)
      of the Internal Revenue Code of 1986, as amended, for qualified
      performance-based compensation and shall be construed, applied and administered
      accordingly.

    


    c. For
      purposes of this Section, (i) "Profit Achievement Factors" shall mean an
      objective performance goal based on one or more of the following: operating
      expense ratios, total stockholder return, return on sales, operating income,
      operating profit, return on equity, return on capital, return on assets, return
      on investment, net income, operating income, earnings per share, improved asset
      management, improved gross margins, generation of free cash, revenues, market
      share, stock price, cash flow, retained earnings, aggregate product price and
      other product price measures, and (ii) "Personal Objective Achievement Factors"
      shall mean an objective performance goal based on one or more of the
      following:  results of customer satisfaction surveys, results of employee
      surveys, employee turnover, safety record, management of acquisitions, increased
      inventory turns, product development and liability, research and development
      integration, proprietary protections, legal effectiveness, handling Federal
      securities law or environmental issues, manufacturing efficiencies, distribution
      efficiencies, member productivity, system review and improvement, service
      reliability, cost management.

    


    d. This
      Section 10 shall become effective as of January 1, 2000; provided, however,
      that
      no bonus award relating to Qualifying Factors shall be paid under the Plan
      to
      any Qualifying Participant unless, prior to such payment, the provisions of
      this
      Section 10 are approved by the holders of a majority of the securities of the
      Corporation present, or represented, and entitled to vote at a meeting of
      stockholders duly held in accordance with the laws of the State of
      Iowa.

    


    (Amended
      as of January 1, 2004 and August 8, 2006.)