PARTICIPATION AGREEMENT HNI Corporation
EXHIBIT
10vii
2007
Equity Plan for Non-Employee Directors of
HNI
Corporation
This Participation Agreement
("Participation Agreement") between the undersigned Non-Employee Director,
_________________ ("Director"), and HNI Corporation (the "Corporation") is for
the Election Period (as hereinafter defined) commencing January 1, 20__, and is
subject to all of the terms and conditions of the 2007 Equity Plan for
Non-Employee Directors of HNI Corporation (the "Plan") and any successor plan to
the Plan. Capitalized terms not defined herein shall have the
meanings set forth in the Plan.
Director hereby elects to receive a
percentage of his or her Fees in the form of Shares in lieu of a cash payment in
accordance with the terms of the Plan as indicated in Section 1
below:
1. Election of
Shares. Pursuant to the Plan, you may elect to receive up to
100 percent of your Fees from the Corporation in the form of Shares by filing
with the Corporation's Corporate Secretary a Participation Agreement in the form
hereof before January 1, 20__ (the "Due Date"). This election to
receive Shares will be effective for the period beginning on the date of the
Corporation's February __, 20__ Board of Directors' meeting and ending on
December 31, 20__ (the "Election Period"). Except as the
Corporation's Board of Directors (the "Board") may otherwise provide, this
election to receive Shares is a one-time election for the Election Period and,
unless you revoke or change such election by filing a new Participation
Agreement by the Due Date, such election shall apply to your Fees for the
Election Period only. After the Due Date, an election may not be made
effective until the commencement of the period beginning on the date of the
Corporation's February 20__ Board meeting and ending on December 31, 20__,
unless the Board shall have otherwise provided. Director hereby
elects to have
%
of his or her Fees
paid in
the form of Shares.
2. Effect of Termination of
Directorship. The Corporation shall issue Shares to Director
for each calendar quarter during which Director has a Participation Agreement in
effect. Shares shall be issued on the date of each quarterly meeting
of the Board. The number of Shares so issued shall be equal
to: (i) the dollar amount of Fees that Director has elected to
receive as Shares for the calendar quarter pursuant to his or her Participation
Agreement divided by (ii) the Fair Market Value per Share on the date on which
Director would have been paid such Fees in cash but for the Participation
Agreement. Shares shall be deemed earned during the calendar quarter
in which Fees subject to the election to receive such Shares would otherwise be
payable by the Corporation if paid in cash. If the foregoing formula
would result in the issuance of fractional Shares, any such fractional Shares
shall be disregarded, and the remaining amount of Fees shall be paid in
cash. The Corporation shall pay any and all fees and commissions
incurred in connection with the payment of Shares to Director.
3. Director Acknowledgment and
Signature. Director understands that participation in the Plan
is subject to the terms and conditions contained in the Plan.
IN WITNESS WHEREOF, Director has
executed this Participation Agreement on the ___ day of ___________,
20__.
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Director
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Received and accepted by the Secretary
of HNI Corporation this ________ day of _________________,
20__.
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Secretary
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HNI
Corporation
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