CONFIDENTIAL [Date] «Title» «First» «Last» «Title1» «Company» «Address_1» «City», «State» «Zip_Code» Re: HNI Corporation 2007 Stock-Based Compensation Plan Stock Option Award Agreement Dear «First»: Congratulations on your selection as a Participant...
EXHIBIT
10.1
HNI Corporation 000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxx 00000, Tel 000 000 0000, Fax 000 000 0000,
xxx.xxxxxxx.xxx
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CONFIDENTIAL
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[Date]
«Title» «First» «Last»
«Title1»
«Company»
«Address_1»
«City»,
«State» «Zip_Code»
Re: HNI Corporation 2007
Stock-Based Compensation Plan Stock Option Award
Agreement
Dear
«First»:
Congratulations
on your selection as a Participant who will receive an option grant under
the HNI Corporation (the "Corporation") 2007 Stock-Based Compensation
Plan. This Award Agreement (this "Agreement") provides a brief
summary of your rights under the Plan. Capitalized terms found
but not defined in this Agreement are defined in the Plan.
The
Plan provides complete details of all of your rights under the Plan and
this Agreement, as well as all of the conditions and limitations affecting
your rights. If there is any inconsistency between the terms of
this Agreement and the terms of the Plan, the Plan's terms shall
completely supersede and replace the conflicting terms of this
Agreement.
The
option granted to you under this Agreement is a non-statutory stock
option.
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Overview
of Your Stock Option
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1.
Number of Shares Granted
under this Option:
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2.
Date of
Grant:
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3.
Exercise
Price:
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4.
Vesting of
Options: Subject to the terms of Section 8 below, 100%
or any portion of the Shares covered by this option may be purchased on or
after «Vesting_Date».
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5.
Method of Exercise and
Payment: Participant may exercise this option by
completing the Form of Exercise of Stock Option, attached as Exhibit A, selecting the exercise
method, and
returning the form to the Corporation.
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6.
Expiration Date of
Option:
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Page
2
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7.
Non-Transferability of
Options:
(a)
As explained in the next paragraph, during your lifetime the options shall
be exercised only by you. No assignment or transfer of options,
whether voluntary or involuntary, by operation of law or otherwise, can be
made except by will or the laws of descent and distribution or pursuant to
beneficiary designation procedures approved by the
Corporation.
(b)
Notwithstanding the preceding paragraph, you may transfer your option
rights to one or more family member (as such term in used in the Plan) or
to one or more trusts established solely for the benefit of one or more
family member or to one or more partnerships in which the only partners
are family members; provided, however, that (i) no such transfer shall be
effective unless you deliver reasonable prior notice thereof to the
Corporation and such transfer is thereafter effected subject to the
specific authorization of, and in accordance with any terms and conditions
that shall have been made applicable thereto by, the Committee or the
Board, (ii) any such transferee shall be subject to the same terms and
conditions hereunder as you are and (iii) such transfer can not be made
for value.
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8.
Termination of
Employment:
(a)
By Death or
Disability: Shares which are vested as of the date of
death or disability (as such term is used in the Plan) may be purchased
until the earlier of: (i) the expiration date of this option;
or (ii) the second anniversary of the date of death or
disability. Shares which are not vested as of the date of death
or disability shall become immediately vested 100 percent, provided you
are employed by the Corporation on the date of death or
disability.
(b)
By
Retirement: Shares which are vested as of the date of
retirement at 65 or after age 55 with ten (10) years of service may be
purchased until the earlier of: (i) the expiration date of this
option; or (ii) the third anniversary date of such
retirement. Shares which are not vested as of the date of
retirement at age 65 or after age 55 with ten (10) years of service shall
immediately become vested 100 percent.
(c)
For other
reasons: Shares which are vested as of the date of
termination of employment may be purchased until the earlier
of: (i) the expiration date of this option; or (ii) the end of
the one hundred eightieth (180th) day following the date of
termination of employment (except in the case of termination for cause, in
which case, no additional exercise period shall be permitted beyond the
date of termination). Shares which are not vested as of the
date of employment termination shall immediately terminate, and shall be
forfeited to the Corporation.
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9.
Change in
Control: In the
event of a Change in Control, all Shares under this option shall become
immediately vested 100 percent, and shall remain exercisable
for their entire term.
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Please
acknowledge your agreement to participate in the Plan and this Agreement,
and to abide by all of the governing terms and provisions, by signing
below, and returning the original signed Agreement to
me. Please make a copy of this Agreement for your
files.
Refer
any questions you may have regarding your stock options or exercising
stock options to the Vice President, Member and Community
Relations.
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«Date»
Page
3
Once
again, congratulations on the receipt of your stock option
award.
Sincerely,
«First»
«Last»
«Title1»
Enc.
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HNI Corporation 2007
Stock-Based Compensation Plan
Agreement
to Participate
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By
signing a copy of this Agreement and returning it to the Corporation, I
acknowledge that I have read this Agreement and the Plan, and that I fully
understand
all of my rights thereunder, as well as all of the terms and conditions
which may limit my eligibility to exercise this
option.
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| <<First>> <<Last>> | Date | |||
EXHIBIT
A
FORM
OF EXERCISE OF STOCK OPTION
Granted
Under the HNI Corporation 2007 Stock-Based Compensation Plan
Date: _______________
HNI
Corporation
000 Xxxx
Xxxxxx Xxxxxx
Xxxxxxxxx,
Xxxx 00000
Attention: Vice President, General Counsel and
Secretary
The
undersigned optionee (the "Optionee") hereby exercises
the right, granted as of __________, 20__ pursuant to that certain Stock Option
Award Agreement between HNI Corporation, an Iowa corporation (the "Corporation"), and the
Optionee, to purchase from the Corporation __________ shares of common stock,
$1.00 par value, of the Corporation (the "Common Stock") at an exercise
price of $__________ per share ("Option Price") for a total
purchase price of $__________.
The
Optionee wishes to make payment of the Option Price as indicated below (check
one or more boxes):
____ Cash. Optionee's
check in the amount of $__________ is enclosed herewith.
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Previously
acquired shares of Common Stock. The surrender of previously
acquired shares of Common Stock held by the Optionee having a Fair Market
Value per share (as defined under the HNI Corporation 2007 Stock-Based
Compensation Plan (the "Plan")) less than or
equal to the aggregate exercise price, which shares shall have been held
by the Optionee for at least six (6) months prior to the date of such
surrender. __________ shares of Common Stock with a total Fair
Market Value of $__________ are enclosed
herein.
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Withheld
shares of Common Stock. Please retain shares of Common Stock
with a total Fair Market Value of $__________ for this
purpose.
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Cashless
Exercise and Same-Day Sale. The Optionee will call Xxxxxx X.
Xxxxx, Attention: Xxxxx Xxxxxx, 22nd
Floor, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, XX 00000,
Telephone: 000-000-0000, Fax: 000-000-0000,
E-mail: Xxxxxxx@xxxxxxx.xxx, or another broker-dealer
acceptable to the Corporation to authorize them
to issue a check payable to the Corporation from the Optionee's Account
No. ________________ in an amount equal to the Option Price plus any
applicable income tax withholding.
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Tax Note (U.S. taxpayers
ONLY): The Corporation is required to collect AT LEAST 25% Federal
Income Tax, Applicable State Income Tax, 1.45% Medicare and 6.2%
Social Security on all non-statutory stock option exercises at the
time of exercise. The Optionee understands that the Corporation's
transfer agent will not transfer ownership of the Common Stock purchased hereby
until the full amount of the Option Price and applicable withholding taxes have
been paid, and immediately upon notification hereby agrees to pay in cash any
additional funds that may be required.
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Signature (Optionee): | ||
| Printed Name: | |||
| Address: | |||
| Social Security No.: |
