Participant Name] [Job Title] [Operating Company] [Address] [City, State, Zip Code] Re: HNI Corporation 2007 Stock-Based Compensation Plan: Restricted Stock Unit Award Agreement Dear [First Name]: Congratulations on your selection as a Participant who...
EXHIBIT
10.2
HNI Corporation 000 Xxxx
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, Tel 000 000 0000, Fax 000 000 0000,
xxx.xxxxxxx.xxx
CONFIDENTIAL |

[Participant
Name]
[Job
Title]
[Operating
Company]
[Address]
[City,
State, Zip Code]
Re: HNI
Corporation 2007 Stock-Based Compensation Plan:
Dear
[First Name]:
Congratulations
on your selection as a Participant who will receive Restricted Stock Units
under the HNI Corporation 2007 Stock-Based Compensation
Plan. This Award Agreement provides a brief summary of your
rights under the Plan. Capitalized terms found but not defined
in this Award Agreement are defined in the Plan.
The
Plan provides complete details of all of your rights under the Plan and
this Award Agreement, as well as all of the conditions and limitations
affecting your rights. If there is any inconsistency between
the terms of this Award Agreement and the terms of the Plan, the Plan's
terms shall completely supersede and replace the conflicting terms of this
Award Agreement.
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Overview of Your Restricted Stock Unit Grant | |
1. Number of Restricted Stock Units Granted: | |
2. Date of Grant: | |
3.
Vesting of Restricted Stock
Units: Subject to the terms of Section 7 below, 100% of the
Restricted Stock Units granted above will vest on [Vesting
Date].
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4.
Impact of Vesting of Restricted Stock
Units: You
will be issued Shares equal to the number of Restricted Stock Units
granted above on the vesting date. A portion
of the Shares will be withheld to pay applicable withholding taxes due on
the vesting date.
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5.
Stockholder Rights: Prior ot
the time that your Restricted Stock Units vest and the Corporation has
issued Shares relating to such Restricted Stock Units, you will not be
deemed to be the holder of, or to have any of the rights of a holder with
respect to, any Shares deliverable with respect to such
Restricted Stock Units.
Restricted Stock Units will not pay or accrue
dividends.
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[Date]
Page 2
6.
Non-Transferability of
Restricted Stock Units:
(a) No
assignment or transfer of Restricted Stock Units, 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 Restricted Stock Units to
one or more family member (as such term is 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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7.
Termination
of Employment:
(a) By Death, Disability or
Retirement: Restricted Stock Units which are outstanding
as of the date of death, disability (as such term is used in
the Plan)
or retirement shall become immediately 100% vested, provided you are
employed by the Corporation on the date of death or disability. Retirement
is defined as termination of employment at 65 or after age 55 with ten
(10) years of service.
(b)
For other
reasons: Restricted Stock Units which are not vested as
of the date of employment termination for reasons other than those
specified in Section
7(a) or Section 8 shall immediately terminate, and shall be forfeited to
the Corporation.
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8.
Change in Control: In the
event of a Change in Control, all Restricted Stock Units shall become
fully vested and Section 10.1 of the Plan will
apply.
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Please
acknowledge your agreement to participate in the Plan and this Award Agreement,
and to abide by all of the governing terms and provisions, by signing and
returning the attached Agreement to Participate to the Vice President, Member
and Community Relations. Please make a copy of the Agreement to
Participate for your files.
Refer any
questions you may have regarding your grant of Restricted Stock Unites to the
Vice President, Member and Community Relations. Once again,
congratulations on the receipt of your restricted stock unit award.
Sincerely,
[Name]
[Title]
Enc.
HNI Corporation 2007
Stock-Based Compensation Plan:
Restricted Stock Unit
Award
Agreement
to Participate
By
signing this Agreement to Participate and returning it to the Vice President,
Member and Community Relations, I acknowledge that I have read the Award
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 the vesting of the
Restricted Stock Units.
[Participant
Name]
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Date
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