HNI CORPORATION Amendment No. 1 to Change In Control Employment Agreement
Exhibit 10.1
HNI
CORPORATION
Amendment
No. 1 to
Change
In Control Employment Agreement
THIS
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the
"Amendment") is made between HNI Corporation, an Iowa corporation (the
"Corporation"), and _____________________________________ (the
"Executive"), dated this ______ day of _______________________,
200__.
WITNESSETH:
WHEREAS,
the Corporation and the Executive have previously entered into the Amended
and
Restated Change in Control Agreement, dated as of [_____], 2006
(the "Original Agreement");
WHEREAS,
the Corporation and the Executive desire to amend the terms of the Original
Agreement as set forth in this Amendment;
NOW,
THEREFORE, the Corporation and the Executive agree as follows:
1. Definitions. Terms
used with initial capitals herein but not defined in this Amendment are used
as
defined in the Original Agreement.
2. Amendments. The
Corporation and the Executive each desire to amend the Original Agreement as
follows:
(a) The
last sentence of
Section 7(d)(i)(C)(x) of the Original Agreement is hereby deleted.
(b) The
last sentence of Section 7(d)(ii) of the Original Agreement is hereby deleted
and amended in its entirety to read as follows:
"Notwithstanding
the foregoing provisions of this Section 7(d)(ii), in no event any Underpayment
hereunder will be made after the later of (x) the last day of the Executive's
taxable year next following the year in which the taxes that are the subject
of
the audit or litigation are remitted to the taxing authority, or (y) if no
taxes
are to be remitted, the last day of the Executive's taxable year next following
the year in which the audit or litigation is completed."
(c) The
last sentence of Section 12 of the Original Agreement is hereby deleted and
amended to read in its entirety as follows:
"Such
payments of legal fees and expenses (and interest payments relating thereto)
will only be made if (a) the payment is based on an objectively determinable
nondiscretionary definition of the eligible reimbursement, (b) the reimbursement
is available for a specified period (including for life of the Executive),
(c)
the amount of expenses eligible for reimbusement during the Executive's taxable
year may not affect the expenses eligible for reimbursement in any other taxable
year, (d) the reimbursement is made on or before the last day of the Executive's
taxable year following the taxable year in which the expense was incurred,
and
(e) the right to reimbursement is not subject to liquidation or exchange for
another benefit."
3. Notices. Any
notices, requests, demands and other communications provided for by this
Amendment shall be in writing and will be deemed to have been duly given when
hand delivered or dispatched by electronic or facsimile transmission (with
receipt thereof orally confirmed) or five business days after having been mailed
by United States registered or certified mail, return receipt requested, postage
prepaid, or three business days after having been sent by a nationally
recognized overnight courier service such as Fed Ex or UPS, addressed to the
Corporation (to the attention of the Secretary of the Corporation) at its
principal executive office and to the Executive at the Executive's principal
residence, or to such other address as any party may have furnished to the
other
in writing and in accordance herewith, except that notices of changes of address
will be effective only upon receipt.
4. Governing
Law. The provisions of this Amendment shall be construed in
accordance with the laws of the State of Iowa, without reference to principles
of conflicts of laws.
5. Amendment. This
Amendment may be amended or cancelled by mutual agreement of the parties in
writing without the consent of any other person and, so long as the Executive
lives, no person, other than parties hereto, shall have any rights under or
interest in this Agreement or the subject matter hereof.
6. Successor
to the Corporation. This Amendment shall inure to the benefit of
and be binding upon the Corporation and its successors. The
Corporation shall require any successor to all or substantially all of the
business and/or assets of the Corporation, whether direct or indirect, by
purchase, merger, consolidation, acquisition of stock, or otherwise, by an
agreement in form and substance satisfactory to the Executive, expressly to
assume and agree to perform this Amendment in the same manner and to the same
extent as the Corporation would be required to perform if no such succession
had
taken place. This Amendment will inure to the benefit of and be
enforceable by the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees and legatees.
7. Miscellaneous.
(a) In
the event that any
provision or portion of Amendment shall be determined to be invalid or
unenforceable for any reason, the remaining provisions of Amendment shall be
unaffected thereby and shall remain in full force and effect.
(b) The
Corporation may
withhold from any amounts payable under this Amendment such Federal, state
or
local taxes as shall be required to be withheld pursuant to any applicable
law
or regulation.
(c) This Amendment,
together with the Original Agreement, contains the entire understanding with
the
Executive with respect to the subject matter hereof and shall supersede any
similar agreement previously entered into between the Corporation and the
Executive.
(d) The
Corporation hereby waives any and all conflicts of interest and attorney-client
privilege that would prohibit counsel to the Corporation from representing
the
Executive in disputes relating to this Amendment.
(Signature
Page Follows)
IN
WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant to the
authorization from its Board of Directors the Corporation has caused these
presents to be executed in its name on its behalf, and its corporate seal to
be
hereunto affixed and attested by its Secretary, all as of the day and year
first
above written.
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/s/ | ||
| [Executive] | |||
| HNI Corporation | |||
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By:
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/s/ | |
| Its | |||
