Re: HNI Corporation 2007 Stock-Based Compensation Plan Stock Option Award Agreement
EXHIBIT
10vii
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»
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Re:
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HNI
Corporation 2007 Stock-Based Compensation Plan Stock Option Award
Agreement
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Dear
«First»:
Congratulations
on your selection as a Participant who will receive an option grant under the
HNI Corporation 2007 Stock-Based Compensation Plan (the “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.
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Number of Shares Granted under
this Option:
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2.
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Date of
Grant:
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3.
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Exercise
Price:
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4.
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Vesting of
Options: Subject to the terms of Section 8 below, 100%
or any portion of the Shares covered by this option my be purchased on or
after «Vesting_Date».
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5.
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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.
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Expiration Date of
Option:
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«Date»
Page
2
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7.
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Non-Transferability of
Options:
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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.
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(b)
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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.
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Termination of
Employment:
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(a)
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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.
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(b)
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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.
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(c)
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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.
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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. | ||
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.
«Date»
Page
3
Once
again, congratulations on the receipt of your stock option award.
Sincerely,
«First»
«Last»
«Title1»
Enc.
HNI Corporation 2007
Stock-Based Compensation Plan
Agreement
to Participate
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»
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Date
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