HNI Corporation 408 East Second Street, Muscatine, Iowa 52761, Tel 563 272 7400, Fax 563 272 7217, www.hnicorp.com
EXHIBIT
(10.2)
HNI
Corporation 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, Tel 000 000
0000, Fax 000 000 0000, xxx.xxxxxxx.xxx
CONFIDENTIAL |
Re: HNI
Corporation 2007 Stock-Based Compensation Plan Stock
Option Award Agreement
Dear
___________:
Congratulations
on your selection as a Participant who will receive an option grant pursuant
to
the HNI Corporation 2007 Stock-Based Compensation Plan (the
"Plan"). This Agreement provides a brief summary of your rights under
the Plan.
The
Plan
provides a complete detail of all of your rights under the Plan and this
Agreement, as well as all of the conditions and limitations affecting such
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,
as
defined in the Plan.
Overview
of Your Stock Option
1.
|
Number
of Shares Granted under this
Option:
|
(See
attached description of method used to determine number of
options.)
2.
|
Date
of Grant:
|
3.
|
Exercise
Price:
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4.
|
Vesting
of Options: Subject to the terms of 7a. and b. of this
Agreement, 100% or any portion of the Shares covered by this option
may be
purchased on or after
___________.
|
5.
|
Method
of Exercise and Payment:
|
Shares
may be exercised by written notice to the Company specifying the number of
whole
shares to be purchased. The method of payment may be by any of the
following methods:
|
(a)
|
Cashless
exercise either through a broker-dealer acceptable to the Company
or
through the Company’s aligned broker-dealer, Xxxxxx X.
Xxxxx:
|
|
i.
|
Cashless
hold: Acquiring the shares represented by the options and
selling a portion of the shares on the day of exercise to cover the
cost
of exercise, commissions, and applicable taxes, holding the remaining
shares; or
|
|
ii.
|
Cashless
sell: Acquiring the shares represented by the options and
selling all shares on the
day of exercise, paying the cost of exercise, commissions, and applicable
taxes, with the remaining cash balance paid to you;
or
|
|
iii.
|
Partial
cashless hold, partial cashless sell: A combination of 5(a)(i)
and 5(a)(ii), holding a portion of the shares and receiving a portion
as
cash.
|
|
(b)
|
The
Plan permits a number of other exercise alternatives: cash
payment; delivery of previously owned shares; authorization to withhold
previously owned shares equal to the purchase price with your attestation
to ownership of an equal number of shares held for more than six
months;
cash payment by a broker-dealer acceptable to the Company; or a
combination of the above.
|
6.
|
Expiration
Date of Option:
|
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
Company.
|
|
(b)
|
Notwithstanding
the preceding paragraph, you may transfer your option rights to one
or
more members of your Immediate Family (or to one or more trusts
established solely for the benefit of one or more members of your
Immediate Family or to one or more partnerships in which the only
partners
are members of your Immediate Family); provided, however, that (i)
no such
transfer shall be effective unless you deliver reasonable prior notice
thereof to the company 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 by the Board and (ii) any such transferee shall be subject to
the same
terms and conditions hereunder as you
are.
|
8.
|
Termination
of Employment:
|
|
(a)
|
By
Death or Disability: Shares which are vested as of the
date of Death or Disability 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 company on the date of Death or
Disability.
|
|
(b)
|
By
Retirement: Shares which are vested as of the date of
Retirement may be purchased until the earlier of: (i) the
expiration date of this option; or (ii) the third anniversary date
of
Retirement. Shares which are not vested as of the date of
Retirement 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 thirtieth 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 Company.
|
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.
In
addition to the above, you have outstanding stock options (as shown on the
attached).
Refer
any
questions you may have regarding your stock options, or exercising stock
options, to Xxx Xxxxxx, Vice President, Compensation and Benefits.
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 return
the original signed letter to me; please make a copy of the letter for your
files.
Once
again, congratulations on the receipt of your stock option award.
Sincerely,
Xxxx
X.
Xxxxxx
Chairman,
President and CEO
Enc.
______________________________________________________________________
HNI
Corporation 2007 Stock-Based Compensation Plan
Agreement
to Participate
By
signing a copy of this Agreement and returning it to Xxx Xxxxxx, Vice President,
Compensation and Benefits, I acknowledge that I have read this letter 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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Signature
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Date
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